


The Same Coin

by GeminiWishes



Category: Spider-Man: Homecoming (2017)
Genre: Gwen Stacy & Peter Parker Friendship, Platonic Cuddling, Platonic Relationships, Same Coin AU, Two Spider Heroes, fuck the friendzone that's not a thing, she must protec the boi
Language: English
Status: In-Progress
Published: 2018-09-12
Updated: 2019-01-10
Packaged: 2019-07-11 14:11:26
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 8
Words: 31,481
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15973952
Author URL: https://archiveofourown.org/users/GeminiWishes/pseuds/GeminiWishes
Summary: Peter Parker and Gwen Stacy have been best friends since middle school. Now they're in high school and things couldn't be better. Until a series of unprecedented events results in both now possessing strange powers. Suddenly, everything changes as both Gwen and Peter learn to control their new abilities. They learn that working as a team is what will keep them alive and able to fight another day. Of course, the Avengers don't make that easy at all.Now Peter and Gwen have to figure out how to keep their identities a secret from their friends, family, and frickin' Iron Man.Act One: Chapter 1 - 8Act Two: Chapter 9 - ???Tags will change as we progress





	1. Prologue

**Author's Note:**

  * Inspired by [That Neighborhood Menace, Spider-Man](https://archiveofourown.org/works/12858561) by [Blue (SocksandFluff)](https://archiveofourown.org/users/SocksandFluff/pseuds/Blue). 



Gwen Stacy didn’t want for much. Her parents both had steady, well-paying jobs, her brothers were adorable, if a bit obnoxious, and she made excellent grades in her magnet school, Midtown High. She had friends, family, and happiness. What more could a girl want?

When she’d been called in to show in a new transfer student, she hadn’t thought anything of it. She was part of the greeting committee the school had created to help new students adapt to the fast paced curriculum and social environment. It was always nice to meet new people, and it got her out of class. Win win for her. So when Gwen had entered the office to find none other than Peter Benjamin Parker, she’d been at a loss for words. For about three seconds. Then she’d squealed like a six-year-old.

“Peter?! I didn’t know you were transferring!” she exclaimed as she threw her arms around her best friend’s neck. He’d stumbled back slightly before hugging her back.

“Hey, Gwen. Yeah, I got that Bright Minds scholarship they were offering,” he offered shyly. Gwen pulled back to playfully smack her shoulder.

“Why didn’t you tell me? I would have brought you balloons and cake!”

 “Yeah, that’s why.”

 “You suck so much!” Gwen was laughing as he hugged him again, squeezing him tight. “I’m so happy you’re here, P. This place was made for someone like you.”

 “Ah hem,” an older voice coughed. Gwen pulled away to find both the principal and vice principal staring at her, an incredulous look on their faces. She felt heat crawl up her neck and into her face as she jumped back and composed herself, running her hands through her hair to fix the flyaways. The principal rose a brow at her in silent question before asking, “So I take it you already know Mr. Parker, Miss Stacy?”

 “Yes, sir,” Gwen replied quickly, a shy smile growing on her face. She was one of the brightest students here and the staff looked to her to set a good example. She couldn’t be so spontaneous when helping with the school. “We went to the same middle school. We’re actually really good friends.”

 “I can see that,” the principal commented before turning to Peter. “Mr. Parker, I trust that you will listen to Miss Stacy and have no issues with your schedule?”

 “Uh, yeah. Yeah, I think I’ll be okay.” Seeming to be satisfied with that answer, the principal turned back to Gwen.

 “And I also trust that you will be an excellent guide for Mr. Parker and give him all the tools he will need to excel here at Midtown High, Miss Stacy.” _‘Don’t be so unprofessional’_ Gwen read from the way the principal’s frown curled in silent reprimand.

 “Yes, sir.”

 “Good. Then please be on your way. You have until lunch.”

 “Thank you, sir,” Peter said as he re-adjusted the backpack strap on his left shoulder and folded a piece of paper that Gwen could only assume was his class schedule. She left the office with Peter hot on her heels. They walked in silence until they turned a corner. As soon as the office door was out of sight, Gwen turned to look at her best friend.

 “Seriously? THIS is the ‘big secret’ you’ve been teasing me with for the last month?!” She was frowning, her arms crossed in annoyance. “How in the world did you keep this from me? WHY would you keep this from me?”

 “Whoa, whoa, slow down. I wasn’t trying to be mean or anything, Gwen. I just... well, I wanted it to be a surprise.”

 “Peter.” There was no nonsense in her tone now. Peter winced slightly at the sternness it held. He sighed as he fiddled with the stitching of the backpack strap.

 “I didn’t- I didn’t know if I was going to make it in. Aunt May and Uncle Ben has been working non-stop to pull everything together with the funds and everything, and a lot of this was riding on my GPA. I just… I didn’t want to get your hopes up.” Gwen’s frown lessened. She didn’t know much about the scholarship programs the school offered. All that she could remember off the top of her head was that it was a program designed to help students who had promising futures but lacked the funds to afford coming to Midtown High. It was no secret that Peter and his aunt and uncle were struggling financially. Gwen had tried on multiple occasions to help them out, but they were just as stubborn and prideful as Peter.

 “Pete, you know you can come to me about stuff like this. You didn’t need to do this by yourself. Heck, you didn’t even have to worry. I remember what your GPA was. You shouldn’t have had a problem getting in.” Peter just kept messing with the threads of his backpack. She sighed again before smiling. “Hey. I’m not mad at you, Pete. You’re my best friend. I want to be able to help you with stuff like this. This is great! We get to go to high school together now!” A small smile started to spread on Peter’s face.

 “Yeah. May was really excited when I told her you go here. She likes having you over. Something about ‘girl time’, I think.” Gwen smirked and playfully tapped Peter’s arm.

 “Well, come on then. I’ve got an entire school to show you and only about two hours to do it.”

 

* * *

 

Gwen didn’t want for much. She had her grades, her extra curricular activities, and Peter. She was sixteen, turning seventeen in two months. She was already receiving countless love letters from universities.

 “Race you to that building,” Peter said with a cocky tone. She didn’t need to see his face to tell that he was grinning like a cat. She watched as he stood up from his crouching position and held out a hand to her. She smiled back as she accepted the hand and allowed him to pull her onto her feet.

 “You think you can beat me, bug boy?”

 “Got a new batch a webbing that says so.”

 “Loser buys winner a churro.”

 “Oh, you are so on.” Before she could even start a countdown, Peter leapt off the side of the building, free-falling for a few seconds before shooting out a line of webbing and swinging up into the sky.

 “HEY! That’s cheating!” she exclaimed before jumping off the edge of the skyscraper and shooting out her own line of webbing.

 Gwen Stacy didn’t need much. She had her family, her school, and Peter.

 

And she had Ghost-Spider.


	2. Oscorp

“I’m telling you, they completely destroyed Amy’s character!” Gwen snapped. Peter fiddled with the Nikon camera in his lap in hopes of tuning out Ned and Gwen’s argument. He pushed his glasses back up the bridge of his nose and tried to steady his hands as the bus rumbled and shook.

“But if she and Paul had stayed married, he never would have met that cute officer at the end of the movie.”

“That’s not an argument! Throughout the entire first movie, Amy made it very clear that she didn’t care about Paul’s body type or his hypoglycemia. She was this kind, sweet, funny woman who loved Paul and his daughter. And you expect me to believe it would be completely in character for her to divorce him not even a week later simply because she ‘wasn’t sure’?” Gwen snorted as she crossed her arms. “The only reason they did that is so they could force another romance subplot in Mall Cop 2. They could have done something with them just having marriage issues or something, but no. They had to completely throw Amy under the bus and make her out to be the wicked witch.”

“Are you two seriously having an argument about Paul Blart?” Peter finally asked, unable to concentrate on the camera.

“All I said was I saw the second one last week and liked it. She’s the one who got all mad about it,” Ned said defensively, pouting as he rested his chin on the back of his seat and looked down at Gwen.

“Because it’s garbage. Movie writers think they need to have these dumb romantic subplots in order to keep the audience interested, but it doesn’t work! They only waste screen time and they never even properly build the relationship. They just have two people stare at each other once or twice before making them kiss out of absolutely nowhere! It’s disrespectful to the characters and it’s just lazy writing.” Ned and Peter stared at her as she sat back in her seat, arms crossed in frustration.

“I had no idea you were so passionate about Paul Blart, Gwen,” Ned commented, smirking at Peter. Peter held up his hands in defense.

“Hey, I’m just trying to adjust the lens on this thing. Don’t drag me into it.” Peter held up the camera as proof before looking down at the lens again. Ned turned to sit back in his seat and watch Peter mess with the little dials.

“What kind is that one again?”

“Nikon D3400. DX format and 26.2 megapixels.”

“Whoa,” Ned crooned, sounding impressed.

“I still can’t believe Mr. Hart is letting you take that thing with you,” Gwen said as she leaned over the back of their seat to look down at the teenage boys. Peter looked up at her, frowning slightly. 

“He wanted pictures for the school paper and I’m the only one in the photo club who is going. What’s not to believe?”

“Pete, you know I respect you and our friendship. Which is why I feel it is my civic duty to tell you that you are without question one of the clumsiest people I have ever met.”

“Oh, come on. I’m not that bad.”

“Really? What about the time in seventh grade? Remember how you were in the middle of tying your shoelaces when the bell rang and you immediately tried to leave, only to step on your still untied laces, trip, and slam your head against a desk?” Peter pressed his lips together in annoyance. “Because I know I remember that. You cut your head open and bled everywhere. Poor Mrs. Whitherbee fainted and they had to call an ambulance for both of you.”

“Oh, man. I totally forgot about that. Hey, didn’t you have to get stitches for that, Pete?”

“Not helping, Ned,” Peter snapped, a hint of irritation apparent in his tone. A warm pressure on his shoulder drew his attention back to Gwen. She gently squeezed his shoulder and offered a soft smile.

“Hey, come on, Peter. We don’t mean anything bad by it. I just know how nervous you get when you’re holding fragile things. I think the last thing you want is to have to explain to Mr. Hart how you broke a three-hundred dollar camera.” Peter looked back down at the camera, quietly tightening the strap around his wrist that connected to the camera’s outer frame.

“I got it, Gwen. See? Not going anywhere,” Peter replied, showing off the strap. The bus lurched to a stop, drawing the teenagers’ attention to the windows. A large building stood proudly before them, reaching higher than the limited view the windows would allow. One of the chaperones got up and began to assign groups, having each student exit the bus once their name was called. Peter eagerly stepped off the bus once his name was called, his eyes adjusting to the sunlight as he stared up at the towering structure.

“You’ve got the biggest, dopiest grin on your face right now, you know that?” said Gwen as she joined his side. Peter glanced at her. Was he smiling? He took a second to realize that yes, he was.

“I just can’t believe I’m really here. This is a dream come true.” When he said it out loud, Peter knew it was the truth. He had those nervous butterflies in his stomach and he could feel his entire body trembling with excitement.

“Don’t let Tony Stark hear you say that.” Gwen nudged his shoulder slightly. “Come on, we better stick with the group.” Peter quickly followed, eager to start his photo-op.

The students went through the security check one by one. Peter had to have a chaperone vouch for him along with a handwritten note from the principal in order for the security guard to allow him to take in the camera. Everyone was given a bright orange ID tag labeled GUEST to clip to their shirt before passing through. Floor to ceiling windows stretched impossibly high around them, interrupted by walkways for different levels of the building. A large fountain stood in the middle of what could only be the lobby, surrounded by polished tan stone. Small metal stations and chairs were set up around the space, appearing to harbor datapads of a variety of information. Peter quickly snapped a few pictures before a clear, bell-like voice caught his attention.

“Welcome to Oscorp,” said a tall, slender woman. She had her dark brown hair pulled back into a tight bun and wore a simple grey pantsuit. She smiled widely, the bright red of her lipstick catching everyone’s eye. “I am Maisy and I will be the head tour guide for your visit today.”

“I don’t know why, but something tells me we should wait for her to start explaining how to fasten our seatbelts and show us where the emergency exits are,” Gwen mumbled. Peter snickered slightly before bumping her hip.

“C’mon, she’s just doing her job,” Peter chided softly.

“I know, I know,” Gwen receded, “I just… that smile just kind of sets me off, you know?”

“Oh, like every smile you give is genuine?”

“I’ll have you know that every single one of my smiles is catwalk worthy, thank you very much.” Peter only rolled his eyes with a smirk before holding up his camera again. He peered through the eyepiece, taking in the vast space around them. A quick tug drew away his attention as he looked around, finding Gwen tugging his sleeve. “Come on. We’re going this way,” she said as they began their tour of the Oscorp Empire.

 

* * *

 

Peter was convinced he was in heaven. Beautiful, shiny, nerdy heaven. The groups were split up after the introduction and were lead through the approved parts of the Oscorp labs. Mr. Hart had made Peter bring an extra memory card for the camera, and he was glad for it as he switched out the now full one for the empty one. Oscorp had turned its focus to nanotechnology, focusing on the medical benefits of using nanobots for extremely invasive surgeries. Peter had gawked at the large scale model of the microscopic robots. Gwen had to literally pull him away from the model so that they wouldn’t be left behind. 

After about two hours, the group had stopped in the cafeteria to break for lunch. Peter was scrolling through all of the photos he’s taken so far, showing the shots to Ned and Gwen while he gushed about the technology being used. Ned had been just as excited about the little bots, while Gwen was eager to learn more about the biological aspect of the project.

“If these things can be used for tiny surgeries, could they be used for other things in the human body? Could they change cells? Could they cure things like AIDS or leukemia?” All three students had been writing non stop in their journals after finishing their food, eagerly filling out the questionnaire everyone had been given to complete.

“I wish we could see where they build them. Man, can you imagine the kind of tech they need just to make these things?” Peter thought out loud as he looked through a portion of pictures he’d taken of one of the labs. Gwen leaned over to look at the photos.

“Peter, the paper only has room for three pictures. You’ve taken at least three hundred,” she laughed. “Are you planning to ask Mr. Hart to publish a photo album?”

“Well, maybe I can put more of them on the school website? I’m sure Mr. Hart wouldn’t mind.”

“Hey, do you guys think I should try to intern here?” Ned asked, drawing both Gwen and Peter’s attention.

“Intern?”

“Here?”

“Yeah! I mean, I follow a lot of Oscorp’s stuff. And yeah, they get a lot of applications, I’m sure, but it’s more plausible than getting one somewhere like Stark Industries, right?” Gwen glanced over at Peter in silent question before looking back at Ned.

“I say you should go for it. You should ask the tour guide about it once we finish the tour,” Peter said before Gwen could speak. He recognized the doubt on her face and didn’t want her to say something that could dull Ned’s spirits. “I mean, what’s the worst that could happen? If they say no, you’ll be in the same position you were in before - not working for Oscorp.” Ned’s smile brightened at Peter’s encouragement. Gwen met Peter’s eye and he shot her a quick look. Her brow furrowed slightly before she relaxed slightly.

“Peter’s right. It wouldn’t hurt to try.” Ned stood up, practically vibrating with excitement. “Just! Just don’t get your hopes up, okay? It’s only an internship. Just because one place rejects you doesn’t mean you aren’t worth hiring, yeah?”

“Thanks, guys! I’m gonna go ask my chaperone if I can talk to the tour guide.”

“Hey, Peter said to wait- and he’s gone.” Gwen sat back in her chair as Ned quickly disappeared in the crowd of people in the cafeteria. She frowned at Peter. “What was that?”

“Come on, Gwen. It’s not like it’ll hurt to ask.”

“I know. I just… I don’t want him to be upset if they say no. He really admires places like this and I don’t want him to think that he can’t succeed just because one company says no.” She huffed as she ran her fingers through her hair. “But really, why did he have to pick Oscorp?”

“You got a problem with Oscorp?”

“Of course not. They’re doing amazing work here. Just-Just why such a big name? He couldn’t pick something a little more local?” Peter laughed as he turned the camera back to capture mode.

“You know Ned. Go big or go home.”

 

The tour started back up a few minutes later, giving Peter a chance to get even more photos. Gwen slowly lost interest in the tour as they began focusing more on robotics and engineering, only really enjoying the bioscience. At one point, she’d asked the tour guide if there were any projects involving organic chemistry, but to her disappointment, there were no active studies at Oscorp. Peter tried to cheer her up by having her get more involved with his photos. She seemed to be enjoying it, mostly because she could tell other students to stay clear while Peter snapped pictures of certain displays.

The tour seemed to be ending as their group began heading back towards the lobby. Peter hid his disappointment as he clicked through another set of photos. A sudden tug stopped him. He frowned at Gwen as he looked back at her. “Will you stop pulling my shirt?” he said as he adjusted his glasses again.

“I just saw a biohazard sign,” Gwen said quietly, her eyes glued to a hallway they had just passed. Peter’s expression shifted from irritation to confusion and curiosity.

“What? How? They said they’re not working on anything biological.”

“Yeah, they SAID they aren’t. That doesn’t mean they were telling the truth.” Gwen pulled at his sleeve again before looking back at him. “Come on. I want to see what it is.” Oh no. He could see the familiar glint of curiosity in her eyes.

“Gwen, we really shouldn’t. We’re supposed to stay with the group. And if they didn’t tell us about it, they probably have a good reason.” Gwen rolled her eyes and pulled harder, forcing Peter to lurch forward and start walking. He groaned as he followed her. Why was he doing this? ‘Because she’ll end up getting in over her head if I don’t go with her,’ he thought. They turned into the hallway and sure enough, at the end of the hallway stood a heavy metal door with a bright orange biohazard label stretched across the front. Gwen’s pace quickened as they neared the door. A tiny window sat just above her head. She eagerly got onto her tiptoes, stretching up to try and see into the lab. Peter quickly looked left and right. “Okay, you saw it. Let’s go now.”

“Hold on,” she hissed back, leaning into the door to try and slide up more. The door creaked before slowly pushing open. Gwen stepped back, eyes wide before her smile slowly returned. She turned to Peter, the mischievous look on her face a dead giveaway to her idea.

“You can’t be serious.”

“As a heart attack.”

“We could get into so much trouble!” He whispered harshly, still looking around every few seconds, as if he was expecting someone to come by any moment and catch them.

“Come on, Parker. Take a walk on the wild side,” Gwen teased before turning and entering the lab. Peter felt his breath catch as his anxiety increased.

“Gwen!” he whispered. No reply. “Gwen!” Still nothing. He shifted in place, silently weighing his options. After a moment of looking around again, Peter groaned and quickly stepped into the lab. “Gwen, come on,” he whispered as he shut the door behind him to keep away suspicious workers. The entire lab was enveloped in blacklight, which only gave Peter the heebie jeebies as he walked further in. Three desks were pushed up against the walls along with a high shelf filled with jars, boxes, and files that were full to bursting with papers. Gwen was standing in the middle of the room, staring at a giant cylindrical tube that went from the floor to the ceiling. Peter quickly walked over to her, placing a hand on her arm. “Gwen, we need to leave.”

“Peter, look,” she said quietly, her eyes transfixed on the tube. Peter glaced at the tube and went quiet. A large enclosure filled the tube. A light fixed at the bottom shone up, revealing the multitude of spiderwebs that were stretched all over the tube. And on those webs rested at least five spiders. Peter took a step closer to get a better look. They were small, about the length of his thumbnail, and a mix of bright red and blue. He could see the tiny hairs on their multiple legs thanks to the light, and the way they all had a slight sheen to them.

“What… are they?” he asked softly.

“I-I don’t know.” Peter frowned and looked at her, noticing her nervous expression.

“You don’t? Gwen, you know almost everything about animals.”

“Peter, I’ve never seen spiders like these before. I don’t think… Peter, I don’t think these spiders were naturally made.” Gwen shifted slightly on her feet as she wrapped her arms around herself.

“What, you think Oscorp made them?” Gwen only looked at him, her lips pressed together in grim realization. Peter stared at her for a minute before straightening up. “We should go.”

“Yeah.” Peter walked over to the door and grabbed the door handle. KTHUNK. KTHUNK. “Peter?”

“It’s locked,” Peter said as he jiggled the handle. Gwen stepped forward and grabbed the handle, trying the handle herself. It wouldn’t budge. Peter felt something hot and squirmy build in his stomach as the gravity of their situation washed over him. “If we get caught in here, we’re dead,” he squeaked, anxiety closing his throat up. Gwen spun around and ran to the nearest desk, shuffling through papers and opening drawers.

“Help me look for a key or something to pick the lock,” she urged, taking a brief moment to glance up at him, her eyes conveying her own fear. Peter quickly ran to the furthest desk, his hands trembling as he looked for anything like resembled a key. The lack of light paired with the glare of his glasses made searching all the more difficult for him, but he continued to look. His hand ran over a slate of cool metal before finding a switch. He frowned as he leaned forward, squinting as he tried to read the label printed above the switch. A lamplight maybe? He flipped it, only to remain in blacklight. A soft click echoed through the room before a loud hiss from behind. Peter spun on his heel, eye widening as the tube began to rise. The webs inside began to snap, sending some of the spiders inside falling to the ground, while some tried to hang on and crawl up the glass.

“What did you do?!” Gwen hissed, her eyes wide with fear and anger.

“I-I thought it was a lightswitch!”

“Well turn it off!” Peter fumbled for the switch, clicking it back into place. He gave a sigh of relief as the tube paused before slowly beginning to descend. Gwen held up two paper clips and walked over to the door, making quick work of them as she tried to pick the lock.

“How do you know how to pick a lock?” Peter asked as he joined her at the door.

“My brothers like to lock themselves in my room sometimes. I couldn’t always find the spare key, so I taught myself how to unlock a door without one.” There was a pregnant pause interrupted periodically by the soft scrap of metal on metal, before a quiet click. Gwen let out a breath as she stood and turned the handle, opening the door. She peeked out to see if anyone was in the hallway before waving to Peter. “Come on, we need to hurry.”

“You don’t have to tell me twice,” Peter breathed before bolting out of the room. Gwen shut the door quickly before joining him and grabbing his shoulder.

“Don’t run! If we run, it’ll look suspicious,” she whispered before pointing to the camera Peter was still holding. “Hold that up.”

“Why?”

“Just do it.” Peter held the camera up as if he was preparing to take another photo as Gwen lead them down another hallway, making them walk at normal speed. After a few minutes, they found the lobby where their chaperone was speaking quickly with their tour guide. Gwen caught the tour guide’s eye and the woman visibly relaxed.

“There you are!” the woman exclaimed as she quickly crossed the lobby to join them. “Where were you?”

“Sorry, miss. I needed to use the bathroom and Peter kind of wandered off taking pictures when  I asked him to wait for me,” Gwen answered, smiling shyly at her. Peter stared at the tour guide, nodding as he held his camera up a little higher. Their chaperone thanked the tour guide before briefly scolding Gwen and Peter for wandering off. Gwen was quick to apologize and Peter found that he was joining her. Only he and Gwen knew that they were apologizing for so much more. They were put back with their group and guided back onto the bus.

 

As they waited to step on, a sudden flare of pain shot out from the back of Peter’s neck. He gasped and reached back, slapping a hand over the area. 

“Peter?” Gwen looked at him with concern. “Are you okay?” The pain was sharp and throbbing, slowly spreading with every pulse. Peter’s hand scrambled to find what had caused the pain before his fingers brushed against something small and hard. He closed his fingers around it and pulled it away to see the offending object. Peter’s heart shot up into his throat as he stared at the thing in his fingers. A tiny, bright blue and red, very dead spider. A soft gasp drew his attention to Gwen, who was staring at the spider, a hand covering her mouth. Peter fought the urge to crush the spider and quickly shoved it into his jacket pocket before zipping it up to insure the arachnid wouldn’t fall out. He and Gwen stared at each other with dawning horror before they were urged onto the bus.

“There you guys are! I waited for you guys but they said you two were missing,” Ned said as he scooted to make room for Peter. Gwen was silent as she sat down behind them, staring at her feet. Peter ran his hand over where the spider had bitten him -  _ oh god it bit him  _ \- before sitting down.

“So, did you get anymore good shots? Can I see?”

“...Maybe later, Ned.”


	3. Strange Feeling

**Notes for the Chapter:**

> This one gets a little gross, guys.
> 
> (TW: Vomiting)

Gwen’s head was reeling as the bus rumbled along. Her heart was still racing from their excursion and the lie she’d fabricated on the spot. For once, she was glad her father was the Chief of Police; it taught her how to be a convincing liar. She would look up at Peter every few moments, unsure what to say or do. Peter was staring down at his camera, one hand still covering the back of his neck. A sick feeling twisted in her stomach. One of the spiders must have escaped when Peter had accidentally open the enclosure.

And it bit him. Oh god, the spider _bit_ Peter. If it had been a normal spider, she wouldn’t have thought anything of it, but this was anything but normal. This was a bioengineered spider owned by one of the most influential companies in the world.

Oh crap.

Had they technically just stolen something from Oscorp? _Craaap._ This was bad. This was so bad. This was unbelievably, monumentally bad! She could feel the tears burning in her eyes as she tried to control her breathing.

Would Peter be okay? Would he need to go to the hospital? What would he say when they asked him what happened? ‘Oh yeah. I was snooping in an off-limits lab and accidentally freed a bunch of test subjects and accidentally let one bite me. Where’s the spider? Oh, it died, so it probably can’t produce any venom for you to make an antivenom.’

“Hey, you okay, dude? You’re looking a bit pale.” Gwen shot up in her seat. Oh god, was the bite affecting him already?

“Peter?” Her tone was panicked as she tried to meet his eye. Peter simply shook his head and waved Ned off.

“I’m fine, Ned. Just tired. Had a long day, you know? Reached the maximum level of science for today.” Peter managed a small smile, which only worsened Gwen’s fear.

“Okay, man. Take a nap when you get home. You look like you could use it.” Peter only nodded before leaning back against his seat. Gwen sat down and leaned forward, reaching around Peter’s seat to rest a hand on his arm. She gave a gentle squeeze, letting him know she was there. He gently patted her hand in assurance before going still again. Gwen pressed her forehead up against the back of Peter’s seat, her growing worry beginning to mount, threatening to overflow at any moment.

 

* * *

 

The bus lurched slightly as it came to a stop. Everyone on the bus was getting restless, eager to get off and head home for the day. One by one, everyone handed in their questionnaire and was let off the bus. Peter walked slowly as he stepped off the bus and readjusted the camera strap. Gwen watched him as he walked back into the school, no doubt to return Mr. Hart’s camera. Was he going to be able to make it to the photo club? Was he going to pass out? Crap, should she call an ambulance? A sudden shove got her attention.

“Your paper, please,” the head chaperone said, holding out her hand. Gwen fumbled in her bag for a moment before pulling out the crinkled sheet of paper and stepping off the bus. Ned was looking around, most likely in search of Peter, but Gwen had no time to fill him in on what she’d seen. She quickly passed the other students and practically ran into the school, searching for the photo club. They had returned after the massive rush of students had left for the day, so only a few students and faculty were still inside. Good. She didn’t have time to deal with big crowds right now. Turning left, Gwen continued to run. She’d only ever gone to the photo club a few times, but she knew the layout of the building like the back of her hand. Turning a corner, Gwen launched herself forward.

And collided head-on with another student. Books, papers, and pencils went flying and Gwen lost her footing, slamming into the floor with a grunt. A sudden sharp pain shot up her back, sending waves of fire through her. She shuddered slightly as she rolled over. Pencils and paper littered the floor around her. She must have accidentally landed on a pencil.

“Sorry, sorry,” she mumbled as she quickly gathered the fallen papers.

“Slow down!” The student - a boy with black curly hair and prominent acne - glared at her as he snatched the papers from her hands.

“Sorry!” she apologized before running off again. Thankfully for her, the photo club was only another two halls down. It took everything in her to not march in and drag Peter out, but Gwen managed to keep herself right outside the door. She’d already made enough of a scene running through the halls; there was no need to further escalate everything by panicking in the photo club’s room. She shifted as she leaned against the wall, her back still sore from the fall. She pressed up against the pale white bricks, sighing softly as the cold slowly eased the ache. She tried not to move so much. No pacing or fidgeting would make Peter leave quicker.

It felt like an eternity before the door opened and Peter silently slipped out of the room. “How are you feeling?” Gwen asked, apparently startling him as he jumped slightly, spinning around to look at her. His face was paler now and he shivered slightly as he stumbled off balance. Gwen moved fast, wrapping an arm around his waist and throwing one of his arms over her shoulder. “Sorry,” she offered as she helped him regain his balance. Peter hummed softly before letting go of her.

“M’okay. I’m fine. I just got a little-a little dizzy,” he mumbled, squeezing his eyes shut as he massaged the bridge of his nose. That awful wriggling in Gwen’s stomach reared its ugly head as she watched him sway slightly.

“Peter, I...I don’t know what to do.” It pained her to say it, but she couldn’t deny it. If there was a time to be honest, it was now.

“We shouldn’t...can’t go to a doctor,” Peter said quietly, running his fingers through his hair. “Don’t really have any other ideas ‘cept waiting.”

“Waiting?”

“Yeah. We wait and see what happens.” Gwen could practically feel the blood drain from her face.

“Peter Parker, you can’t seriously be telling me that you want to try and go home like this.”

“We can’t just tell someone either. Look, it’ll be fine. I’ll send you updates as things happen and we’ll see how it goes. If it gets bad, I promise, I’ll call a doctor.”

“I don’t like how you said ‘as things happen.’ That implies you’re expecting things to happen, which is the opposite of what we want.” Gwen could feel the panic slowly taking hold of her, and that in and of itself was scaring her. She hardly ever lost her cool like this. She could get passionate at times, but panicked? Genuinely terrified? Never. Peter shrugged slightly and crossed his arms.

“S’the only plan I got, Gwen. Cause if you or I try to tell someone, we might get arrested. I dunno about you, but I am not risking college for this.” Gwen wanted to scream. She wanted to rant and rave and cry and punch this boy for how he was sorting out his priorities. The tears that had been burning her eyes were now slowly starting to fill them. She bit the inside of her cheek and dug her nails into his palms, determined not to cry. This wasn’t the time for crying. She needed to think.

“Peter, what if something happens when you fall asleep? What if you have an allergic reaction and stop breathing? Or your organs start shutting down? Or-Or-” A whimper broke off the sentence as she covered her mouth with a hand. She fought to keep it in, but another small sob came out, and that was enough to break the dam. Gwen buried her face in her hands and quietly cried as she trembled, her chest heaving with every hiccup. She hadn’t even realized Peter had moved until she felt him wrap his arms around her waist and pull her close.

“It’ll be okay, Gwen. I’m made of tougher stuff.” That only drew more tears. Why in the world was _he_ trying to make _her_ feel better?! He was the one who hadn’t wanted to mess with the off-limits research. He was the one who had been bitten by some unknown, probably mutant spider. He was the one getting sick.

He was the one who might die.

A louder sob wracked her body as she buried her face in his shirt, her hands grabbing at the faded material and gripping it tight in her clenched fists.

“I’m sorry.” Her words were broken between hiccups and shaky breaths. “This-This is all my fault. I shouldn’t have-I-I shouldn’t have been so-so selfish and-”

“Hey. Stop it,” Peter interrupted, squeezing her slightly before pulling away enough to look down at her. “You had no idea any of this was gonna happen. You didn’t know what we were gonna find and you definitely didn’t think something was gonna get us in this kind of trouble.” Gwen grit her teeth in frustration.

“Why are you trying to make _me_ feel better? Damn it, Peter!” She covered her face again. Peter opened his mouth to speak, but seemed to think better of it as he closed it, his face settling into a grim look of contemplation. Gwen sniffed as the tears started to ebb. She took a deep, shuddering breath. Two. Three. She wiped away the tears with the heel of her palm before looking back up at him. “I want so badly to take you to an ER right now, but I know you won’t go.” Peter only offered up a weak smile in response.

“Please. Let’s just… Let’s just wait for now, okay?” Peter’s voice was quieter than before. She guessed someone had walked by and seen them and now he was trying to not seem suspicious. “I’ll text you every hour if you want. This may just be nothing.” Fat chance. But Gwen knows Peter Parker. He’s as stubborn as they come and will go out of his way to make those close to him feel better. She swallowed as she wiped her eyes again.

“...Every thirty minutes.” Why the hell was she agreeing to this? He needed a hospital. At the very least, he needed to rest. Gwen bit the inside of her cheek again. “You will text every thirty minutes and you will call me before you try to go to sleep.”

“You’re worse than May sometimes, y’know that?” He was flashing that familiar half smirk of his that always made her feel better. Gwen felt her heart give another clench of guilt, even as she pushed out a weak laugh and managed a watery smile.

In that moment, she took that as the highest compliment.

 

* * *

 

Gwen had confined herself to her room the moment she got home. Her mother had wanted to hear all about Oscorp, but Gwen didn’t have the stomach to fabricate anymore lies today. She’d feigned an oncoming migraine and locked her door before pulling out her phone, relieved to find a text message already waiting for her.

 

P-Diddy: got home safe. gonna lie down

Me: Drink some water

P-Diddy: k

 

Gwen had to set her phone on her nightstand to keep from sending more messages. Peter needed his rest and she knew she shouldn’t blow up his phone. She pulled her laptop out, opening it and quickly turning on her Word program. The sun was still in the sky as she slowly began to type, hoping that focusing on her AP Government paper would distract her for a little while.

Gwen’s head was starting to ache something fierce and she’d had to set the computer aside over two hours ago. No biggie. She told herself that after a small break, she’d get back to it. The sun had gone down as dusk settled over New York, leaving her bedroom almost completely dark. She rubbed at her eyes and took a deep breath. “Shouldn’t be staring at a computer screen in the dark anyways,” she mumbled. Reaching over, she flicked on her lamp, filling the room with the soft yellow light.

Pain flashed behind Gwen’s eyes and rattled around in her skull as she quickly shut her eyes. She fumbled for the switch on the lamp for a moment before clicking it off, immersing the room in darkness once more. ‘What the hell?’ Gwen hissed as she rolled over on her bed, keeping her eyes shut. The pain was hot and slowly pulsing in her head, making her brain feel like an egg that was being slowly cooked in a microwave. Crap, was she actually getting a migraine? She couldn’t remember if she’d ever had one this bad before. Then again, thinking kind of hurt. A lot of things started to hurt.

Even though she was laying perfectly still, she started to feel dizzy. She had to imagining she was swaying as the world started spinning. Her throat was suddenly bone dry but her mouth was starting to water. Gwen shuddered in revolution as she felt her stomach start twisting and knotting with nausea. She had to get to her bathroom. Fast.

She managed to scoot off the bed and plant both feet on the ground before trying to stand up. The migraine seemed to double in intensity and the spinning nearly tripled. Gwen swayed and stumbling as she dragged herself into the small bathroom off to the side of her bedroom, the bile already starting to build in the back of her throat. She didn’t bother with the light as she crashed to her knees, the cold tile biting into her skin. She grappled for the lid of the toilet and pushed it up just in time to puke her guts up.

Gwen was shaking, she knew. She had hoped that she’d feel better, but the nausea didn’t subside. She gripped the sides of the bowl as she heaved again and again. By the time her stomach had finally seemed to calm down, her abdomen was aching and her mouth burned. She had broken into a cold sweat and she couldn’t stop shivering. One thing at a time. First, she wanted to get the taste of bile out of her mouth. It took an impossible amount of effort to stand, but Gwen managed it as she quickly pushed down the lever to flush before turning on the sink. She reached out a hand to cup the water and bring it to her mouth. Not enough. She needed more.

Without giving it much thought, Gwen pushed her head under the faucet, gulping down mouthfuls of water and moaning with relief as it ran over her skin. Her whole body was aching now and the shivering was showing no signs of stopping. Switching off the faucet, she hobbled out of the bathroom and back to her bed. As soon as she made contact with the sheets, she collapsed like a sack of flour.

The pain in her head was getting worse. So much worse. Slowly, Gwen brought her legs up and pressed her arms up to her chest. Her teeth began to chatter as she slowly rocked herself in the fetal position. Something was wrong. Something was very, very wrong.

It occurred to Gwen that she should try to call out for her mom, but soon after the thought passed through her, darkness enveloped her and she went limp.


	4. Symptoms

Awareness doesn’t come easily. It was slow - light building behind her eyelids before fading away, as if it’s smoke slipping through her fingers. For a while, she seemed to be weightless, simply existing in some unknown boundary between sleep and consciousness. It was warm, soft, and inviting. It reminded her of something. She didn’t know what, but it was good. But there was a sense of foreboding that tainted it as well. It was like a fine mist. It loomed over her, its nature menacing but never violent - only dread that had the potential for violence. Aggression. But instead, it simply watched and waited. 

There was a small nudge, like a brush of fingers against skin, and slowly the light began to build, brighter and clearer than before. With both a tremendous amount of effort and none at all, Gwen Stacy opened her eyes.

The first thing she became aware of was how bright it was outside. Sunlight was peeking through the blinds, emitting bright gold stripes across the floor. It was a beautiful day outside, no doubt. The second thing she noticed was just how exhausted she felt, despite having gotten in a decent amount of sleep. If the sun outside was any indication, she’d gotten more than eight hours at least. Gwen took in a deep breath and shifted slightly, rolling onto her back before stretching out. A burning ache made her pause, frowning slightly. Something in her back was sore. Like pulled something sore. Maybe she’d slept funny. She slowly sat up, rubbing the sleep out of her eyes before looking down at her lap. She was still in her clothes from yesterday, and it looked like she hadn’t even gotten under the covers.

“Blegh,” she mumbled, surprised with just how dry her mouth was. She needed some water and possibly a shower. She rolled off the bed and stumbled towards the bathroom, her legs wobbling slightly. Man, she must have been more tired than she thought. Gwen stepped into the bathroom and flicked on the light before turning on the faucet. She grabbed the small cup she kept next to the sink and filled it before bringing it to her lips, drinking the entire thing in four easy gulps and setting the cup down. 

Only she didn’t let go. Gwen frowned as she opened her palm and lifted her hand away from the counter. The cup stayed stuck to her hand. What? She shook her arm to dislodge the cup. No luck.

“What the hell?” Gwen grabbed the cup with her free hand and pulled, managing to finally separate the cup from her grip. She held her hand palm up close to her face, examining it carefully. When she found nothing, she hummed with skeptical curiosity. She looked down at the cup in her other hand and set it down. It didn’t leave her hand. “What the hell?” She shook her arm again, stumbling back onto the bath mat as her balance was thrown off. The soft fluff of the mat came up with her steps. Gwen’s eyes widened as she completely lost her balance.

“Shit!” She stumbled sideways before falling down into her tub, ripping the shower curtain off in the process. She landed with a thud, smacking her head against the faucet. “Owww,” she hissed as she curled up, placing a tentative hand on the back of her head. She didn’t feel any blood - which was good - but she could feel the skin getting slightly hotter in response to the pain. Gwen grumbled as she rolled over to stand up. The bath mat was still stuck to her feet, however,  making it impossible to stand. Gwen knew without much investigation that the shower curtain was stuck to her as well.

“Gwen?” She shot up as she heard her mother’s voice call out. “Is everything okay?”

“Yeah!” she responded without thinking, “I’m fine! Just stubbed my toe!”

There was a moment of silence before Gwen heard her mother’s concerned “Are you sure you’re okay?”

“I’m okay! Just gonna take a shower!”

“If you’re sure…” Gwen let out a long breath as she sat up. She wasn’t sure why, but she had a feeling that whatever was happening to her, she couldn’t tell her mother.

 

After almost twenty minutes of fighting the shower curtain, bath mat, and that stubborn cup, Gwen managed to get out of the tub and onto her feet. She looked for any other injuries and was relieved to find none. She walked back to her mirror and gave her reflection a good, long look. She didn’t look any different. Maybe some slight bags under her eyes, but that was nothing new. She stood up a bit straighter as she stared at herself, once again feeling that dull pain in her back. She winced as she placed a hand on the spot where the pain was the worst, and froze as she felt something small and hard brush her fingers. It was under her shirt, but she could still feel it. 

Gwen shuddered with revulsion as she quickly wrestled her shirt off to dislodge the foreign object. She shook the t-shirt once it was off in search of whatever had been inside it. There was a faint clack of something hard bouncing off the tiles. Gwen knelt as she looked around, her eyes catching something by the toilet. She crept closer and felt a sense of dread growing in her stomach.

 

Lying motionless on the floor was a familiar red and blue spider.

 

Everything suddenly came back to Gwen all at once. Oscorp. The lab. The spiders. Her sickness last night. How many had escaped? Was it just the two? Or were there more lurking around Oscorp? Then another thought hit her. Slowly, Gwen reached back to run her fingers over the spot the spider had been. In its place was a small bump that stung when she touched it. She got to her feet and turned to look in the mirror. Sure enough, there was a small red welt surrounded by pink about the size of a kiwi. She grimaced as she studied the bite. When did it bite her? Had it been in her shirt since yesterday? It must have been for it to be here. She tried to think back over the events of the previous day. 

She remembered how jittery she’d been on the way back to the school. She remembered watching Peter go inside to return his camera. She remembered running in to find him to see how he was doing. Realization dawned on her slowly. 

The other student. When she’d been turning, she’d run into that other student and fell. She had thought she had landed on a pencil when she’d felt something sharp prick her back. In retrospect, that was pretty dumb. The spider must have somehow snuck under her shirt and got startled and bit her when she’d fallen. 

No wonder she’d gotten go sick last night. The venom made quick work of her, it seemed. If it was like this for her, what was it like for Peter? 

Oh god,  _ Peter _ .

Gwen ran out of the bathroom, launching herself onto her bed. She shot right over the bed and slammed into the adjacent wall, grunting as the breath was knocked out of her. She fell back onto the floor with a thud.

“Gwen! Stop that banging!” her mother shouted. She took a few breaths, wide-eyed with shock.

“S-Sorry, mom!” she called out, clamoring to her feet. She looked from the other side of the bed to the wall, roughly judging the distance. How the hell had she cleared the entire room with just one jump? She shook off her questions. Not now. She needed to make sure Peter was okay. She walked over to her nightstand and turned on her phone. She had seven unread text messages from Peter, all from last night.

 

5:35 PM

P-Diddy: had sm water. in bed

 

6:40 PM

P-Diddy: ok so far

 

7:55 PM

P-Diddy: dizzier. head hurts now

 

8:15 PM

P-Diddy: Light hurts. Using voice command to type now.

 

8:44 PM

P-Diddy: I think I am going to go to sleep. 

 

8:47 PM

P-Diddy: I will text you in the morning

 

2:15 AM

P-Diddy: somethings wrong

 

Gwen was panicking now. Had he been as sick as she had been? The thought scared her more than she thought. She clicked on the contact icon and pulled up Peter’s number before hitting CALL. The phone rang and Gwen could feel the panic rising as each ring went by unanswered. FInally, after the sixth ring, the phone picked up. 

There was a rustling sound before she heard a rushed “H-Hey, Gwen!”

“Peter? Are you okay?” Gwen tried to keep the panic out of her tone as she began to pace, biting her thumbnail.

“Am I-O-Oh! Yeah! I’m fine! I’m great! Couldn’t-Couldn’t be better!” Well that was definitely suspicious.

“I just read your texts and I got scared. You’re not sick?”

“Uh, no. I mean, I felt a little woozy last night, but after I slept I felt much better.”

“Peter.”

“I’m okay. I promise. I feel… I feel really good, actually.” Gwen chewed her nail as she paused her frantic pacing.

“Do you feel… different?”

“Uh, I said that I’m okay, Gwen.”

“Not like that. I mean… liked  _ different _ different .” There was a beat of silence, which was more than enough evidence for Gwen.

“No. No, not at all.”

“You’re a terrible liar, Peter. You know that?”

“I’m-I’m not lying!”

“I’m coming over.”

“No!” Gwen was shocked by the outburst and the fear in her friend’s voice. “I-I mean, no, that’s okay. I’ve got homework I need to catch up on and Ned is coming over later and Aunt May wanted Uncle Ben and I to go see this movie thing with her tonight.”

“Ned said he was going to a potluck with his mom today. He wouldn’t stop griping about it this week. I know you don’t have homework because we have had the same study hall period for the last seven months and we always do it together so we don’t have any left for the weekend. And your uncle and aunt adore me, so yeah. No dice. I’m coming over.”

“Gwen, wait! Don’t-!” She didn’t let him finish before hanging up.

 

It took longer than Gwen cared to admit to get ready. She was still sticking to everything unless she made a conscious effort not to, and even then, that wasn’t always a guarantee. She’d almost ripped her closet door off its hinges, along with the knob of her desk drawer. She’d thrown on a t-shirt and jeans and tied her hair up in a messy ponytail to keep it out of her face. She had been both relieved and confused to find that even though she was sticking to everything else, she wasn’t sticking to herself. She grabbed her backpack and her phone before heading to her bedroom door. Making the conscious effort to not rip off the handle, Gwen turned the knob and slipped out.

She was almost to the door before her mother called out “I thought you said you were taking a shower?” She turned to see her mother looking at her over the back of the couch, her brow raised in suspicion. Gwen smiled nervously.

“I was! But Peter just called and said he needs some help with the bio homework. I said I’d come over and help him out.” Gwen’s parents had never had a problem with her comings and goings as long as she stayed safe and came back before ten. Hopefully she’d be able to push that curfew if things took a long time with Peter.

“Alright then. Give May my love.” Her mother gave a wave of approval before turning back to the TV. Gwen smiled as she walked to the front door. “Be home before dinner!”

“Yes, ma’am!”

 

* * *

 

It took Gwen twenty minutes to get to Peter’s apartment building. Seth, the building’s doorman, waved her through with a smile that she returned. She took her time pressing the button for the elevator, not wanting to stick to it and risk ripping it off. There was a soft ding before the heavy metal doors slid open and she stepped inside. She quickly pressed the button for Peter’s floor before stepping back.

The door slid open to Peter’s floor and Gwen stepped out, turning left and making her way down the hallway. There was a young woman holding a bag of groceries in one hand and fiddling with her keys in the other. A young boy was sitting outside one of the doors, playing with what Gwen assumed to be something akin to Tinker toys. She got to Peter’s apartment and knocked before stepping back. A moment passed before the door opened, revealing an older gentleman with salt and pepper hair, deep brown eyes, and a familiar warm smile.

“Gwen! Good to see you.”

“Hey, Ben. I was wondering if I could talk to Peter? We have an assignment in biology together and I’d like to get started.” Ben’s eyes crinkled slightly in the corners as his smile widened.

“Absolutely. Come on in.” He stepped aside to allow her to enter. She smiled in thanks before stepping inside. The smell of slightly burnt toast and cinnamon filled her nose as she looked around the familiar apartment. An older woman’s head popped out from the entrance to the kitchen. Her dark brown hair was pulled back in a high bun and her glasses had fallen down the bridge of her nose, her brown eyes sparkling with recognition.

“I thought I heard you. Good to see you, honey,” she greeted as she walked out of the kitchen and wrapped her up in a hug. Gwen smiled but didn’t try to hug back for fear to sticking to her.

“Hi, May. Mom said to give you her love.” May Parker gave one of her winning smiles, her teeth flashing behind her lips.

“She and I need to catch up. Those brothers of yours have completely monopolized her time.”

“I’m sure Mom would gladly welcome the distraction. I’ll tell her you should get coffee sometime.” May pat her shoulder in appreciation before waving towards the small hall of the apartment.

“He’s in his room. Been banging around all morning. I think he’s playing with his lightsaber again. I swear I’ve told that boy a hundred times to not swing that thing around inside.” Gwen couldn’t help but snort at that. Peter was a special kind of dork.

“I’ll make sure to tell him to knock it off.” She stepped past May before quickly walking down the hall and knocking on Peter’s bedroom door. There was a thud and a hushed grumble.

“J-Just a second!” More thuds and a scrap before the handle turned and opened just a crack. Familiar brown eyes met hers as Peter peered through the crack. “Uh, hi, Gwen.” Gwen took a step forward.

“Let me in, Pete.”

“I don’t uh, I don’t know if that’s such a good idea.”

“Oh really?”

“Uh huh.”

“Care to elaborate?”

“Well, uh, M-May doesn’t want me to bring girls into my room.”

“And just how many girls are you inviting over, Mr. Parker?” Peter frowned at that.

“Neigh...bors…” Gwen took another step towards the door, her nose almost pressed against the archway.

“Peter, let me in. This is important. Please.” Her voice lost the edge it had before, seeming more worried, even fearful. Peter stared at her for a moment, his expression hesitant before he relented and stepped away to let her in. Gwen nudged the door open with her shoulder and entered the bedroom, hearing the click of the door as he closed it behind her.

Her eyes roved over the room, taking in the familiar setting. Star Wars and science pun posters hung on the walls, along with the table of elements. A desk was shoved up in the corner where an ancient looking computer was sitting along with scraps of broken radios and DVD players and small tools. A small twin bed was in the adjacent corner, a simple grey comforter strewn across it haphazardly. Crumpled up paper and clothes were scattered all over the floor, making Gwen mindful of where she stepped.

But despite the mess of the room, Gwen noticed just it seemed more chaotic than usual. The clothes seemed to have been kicked around instead of tossed aside as they should be. The bedsheets were crumpled up in a ball - which struck Gwen as odd given how picky Peter was about his bed being made. She set her face in a firm expression of stubborn determination before turning to look at him.

“How are you feeling? And be honest, Peter.” Peter blinked owlishly, his hands shoved into his jacket pockets as he stood ramrod straight. It occured to Gwen that he seemed a bit taller than she’d last noticed.

“I mean, I, uh, I feel okay. I’m not dead so…” Gwen didn’t say anything, instead getting out her phone and pulling up the text he’d sent her early in the morning. Peter read over the message before he grimaced, his ears going a bit pink. “Okay, so I might have had a little nausea. No big deal. I felt loads better after and I fell asleep right after.”

“Fine. Then how about right now?”

“Huh?”

“How do you feel right now?”

“...Confused?”

“Peter!”

“What?” Gwen pinched the bridge of her nose and let out a breath before looking back up at him.

“What I mean is - do you feel different?”

“Different how?”

“Different like-like  _ weird things happening I can’t explain _ different.”

“Uhh…”

“Peter, please don’t lie to me. I’m one of your best friends. I promise I’m not going to panic, but I need to know.” Peter’s frown deepened as he looked at her suspiciously.

“Why?” he asked slowly. Gwen pressed her lips together in a thin line before her eyes flitted over to the door, fearful that someone would walk in at any moment. She sucked in a deep breath before swinging her backpack off one shoulder and unzipping the front pocket. She reached inside and grabbed what she needed before pulling it out to show him.

“Because I found this in my shirt this morning,” Gwen answered as she showed Peter the familiar dead spider inside a little sandwich bag.


	5. Data

**Notes for the Chapter:**

> I actually learned a lot about spiders for this chapter. And mom said fanfiction would never teach me anything!

Peter stared at the spider for a long time. Gwen had been nervous to even touch the little arachnid again, but she’d known she needed to show Peter. He slowly pulled a hand out of one of his jacket pockets to grab the bag. Gwen let go to allow him to examine it, silently praising herself for not sticking to it. Peter’s eyes were flickering all over the little spider, his brow crinkling slightly in that way it always did when he was focusing on a particularly tough calculus problem. His eyes met hers after another moment.

“Did it...Did it bite you?” In answer, Gwen turned and lifted the back of her shirt up a few inches, showing off the sizable bump the spider had left behind. She heard him suck in a breath - which she could totally understand because it did look pretty nasty. “Could you uh, see if mine is that...um, big?”

“Will you be honest with me if I do?” Peter’s thumb fiddled with the zip seal of the bag with nervous energy before he nodded.

“Yeah.”

“Promise?”

“Promise.”

“Okay. Turn around,” Gwen ordered as she set down her bag on the stool next to the desk. Peter turned to face the wall as she neared him. “Is it cool if I move your jacket a little?”

“Yeah uh, do what you need to.” Gwen nodded as she gently pulled at the back of Peter’s shirt, moving it down to reveal the bite mark. It wasn’t as big as hers, she noted, but it was still a decent size. The actual bite had scabbed over and wasn’t raised anymore, but what caught her attention was how the skin around the bite had bruised.

“Does it hurt?” she asked as she studied the deep purple and green skin.

“Only if I touch it. And when I turn my head really fast.”

“It’s really bruised, Pete.” Peter’s shoulders tensed.

“Is it bad?”

“No, just… it looks like the mother of all hickies, if I’m being honest.” Peter jerked away and spun to face her, his eyes wide.

“Wait, really? Crap! I can’t let Aunt May or Uncle Ben see this!”

“That’s why you don’t want to show it off? Because they’ll think you have a hickey?” Gwen couldn’t keep the smile off her face as she watched him flounder nervously. Leave it to Peter to focus on the strangest part of a situation. Peter reached a hand up towards his neck. Gwen snatched his wrist, holding it away from his face. “Don’t touch it.” The seriousness had returned to her voice. Peter gave her a look of confusion before looking at her hand still holding his wrist.

“You uh, You always been that fast?” he asked. Gwen hadn’t really given it much thought, but she had reacted faster than normal to stop Peter from touching the bite. She frowned and let go of his wrist, taking a step back to give him space.

“Sorry, sorry.” She ran a hand through her hair, gripping the end of her ponytail as she looked up at the ceiling. “Ever since I woke up, everything’s been weird.”

“Are the lights too much for you too?” Gwen looked back at Peter. He was watching her cautiously, his body language betraying his nerves.

“Yeah. And I can hear more than I could before. I was waiting at a crosswalk and this guy was listening to something on his headphones, and I swear it sounded like he was blasting an amp in my face.”

“I woke up because the neighbors’ new baby was crying.”

“Well, Peter, that’s not-”

“The baby was three floors down.” Oh. Gwen pulled on her ponytail and bit her lip. She looked over his face when something caught her attention.

“Where are your glasses?” she asked. Peter brought a hand up to his temple, as if feeling for them, before remembering they weren’t there.

“I don’t need them.”

“You can see?”

“Yeah! I actually think I can see better now than I did before when I had my glasses on.” Gwen pulled at her ponytail again. “I keep breaking things too.”

“Like what?”

“My nightstand and my window lock. It’s like everything is dialed up to eleven or something.”

“Have you tried jumping?” Gwen asked.

“Jumping?”

“I tried to jump onto my bed and ended up clearing it. And the floor. I smacked into a wall.” Peter winced at the image he was picturing in his brain. Gwen looked down at her free hand. “And I keep sticking to everything that isn’t me. I have to really concentrate just so I don’t accidentally rip something off.” Peter laughed dryly as he pulled his other hand out of his pocket and held it up. A green plastic bottle lid was stuck in the space between his thumb and index finger.

“I’ve had this stuck to me for over an hour now.”

“What is happening to us?” Gwen didn’t mean for her voice to sound so scared, but she knew she couldn’t play it off now. She wrapped her arms around herself in an attempt to stay calm.

“Whatever it is, it’s freaky.” She nodded in agreement. “Should we tell someone?”

“Like who?”

“I don’t know. The police?” This time, Gwen didn’t try to hold back her snort.

“The first thing they’ll do is ask how it happened and we’ll end up getting arrested!” Not to mention that her dad would find out. Gwen loved her father and respected what he did, but she knew what he thought of the sort of people he saw on the news. People who were ‘enhanced’. People like her.

“Wait, arrest us? For what?”

“Let’s see - breaking into an off-limits laboratory, tampering with private property, stealing private property. Really, the list goes on,” she snapped. Peter paled slightly.

“Well, we need to tell _somebody_ about this!” he shot back.

“Peter, we don’t even know what _this_ is!”

“Which is exactly why we need help! You said we can’t go to the police, then fine. What about the Avengers? Or that school in Westchester?”

“Absolutely not.” Peter groaned as he slapped a hand to his forehead with frustration. “You’ve seen the news. What they do to people who show signs of power - to people like us - it’s not good. They could take us away. They could lock us up and experiment on us!”

“The Avengers don’t do that!”

“But their enemies do. Everyone knows H.Y.D.R.A is still out there. Not to mention all the bad guys that show up because of them. What if someone like Loki came after you, Peter? Or May? Or Ben?” Peter didn’t reply, instead looking towards the door as if he expected his aunt and uncle to come in any second now. “Peter, we need to be smart about this. We can’t just walk into a police station and expect everything to be okay.”

“So what do we do then?” Gwen was taken aback as Peter looked at her, his eyes glassy with an emotion she’d never seen on his face before. She clenched her hands into loose fists, bringing one up to her chin as she thought it over. She walked over to his bed, sitting down on the edge of it. Peter leaned back against the wall, looking up at the ceiling as the silence took hold of the room.

“Well, I think we need to assess the situation. We should see just what exactly we’re capable of with these new… ‘enhancements’.”

“What, like an experiment?”

“I’m thinking more along the lines of observation.”

“We could just apply all five steps of the scientific method, if we want to be thorough.”

“Geez, we really are a bunch of nerds, aren’t we?” Gwen gave a little smirk, relieved to see Peter mirror it. Serious Peter always worried her. He was just too bright to look so grim. “I might know a place we can go to test these powers out. Give me a day, maybe? I need to make sure it’s completely safe for us first.” Peter rose a brow in question.

“That’s not worrying at all.”

“Come on, you can trust this face,” she hummed as she squished her cheeks together. Peter smiled again before his eyes moved to the door.

“So, what about our families?” Gwen’s smile faded slightly. “We have to tell them something. Don’t we?” She wanted to believe that. She really did. But images of building reduced to rubble and entire blocks completely decimated filled her mind. She couldn’t bring that sort of trouble onto her family.

“We tell them we’re starting to work out.”

“Gwen, that’s a terrible idea.”

“Hey!”

“Do you honestly think May is gonna think I would _choose_ to work out?”

“Say that you’re doing it to be supportive of me. Your aunt and uncle love me, man.”

“You know, it worries me sometimes just how easy it is for you to lie.”

“And it worries me just how bad you are at it.” Peter walked over to the bed and sat down next her, wringing his hands. She placed a hand on his shoulder and gently squeezed it. “We’ll get through this, Pete.” He let out a breath.

“I hope you know what you’re doing. Because I’m absolutely lost.” He didn’t need to say any more for her to understand. She settled for squeezing his shoulder again.

“I’m scared too,” she said softly. Peter glanced over at her, his eyes still glassy. “But I’ve got you. And you’ve got me. We’re smart, Petey. We’ll figure this out. You’ll see.” Peter’s small smile grew.

“Thanks.”

“No problem.”

“So what are the chances your hand _isn’t_ stuck to me now?”

 

* * *

 

Peter wasn’t sure what to expect when Gwen had called him later that night, telling him to meet her at the piers by Bergen Beach the following morning. She’d asked him to bring every measuring tool he had along with a notebook and plenty of pencils. He’d thrown his AP Bio textbook in as well before leaving the apartment to flag down a cab. It had taken a little over half an hour to reach the location Gwen had given him. After paying and thanking the driver, Peter began to wander around the pier in search for his best friend.

The pier was bustling - street performers, stands, and people crowding the walkway. Peter had to wonder just how Gwen expected them to be alone with all these people around. A sudden jolt of something Peter couldn’t describe shot through him. He tensed slightly at the feeling. A moment later, he felt a gentle tap on his shoulder. He turned to find Gwen smiling up at him, her own backpack slung over her shoulder.

“I didn’t scare you, did I?” she asked, a hint of amusement on her face. He shook his head.

“No, uh, I actually think I knew it was coming?” Gwen frowned slightly. “Right before you touched me, I had this… like, a tingle or something in my brain, and it was telling me that something behind me was coming towards me.”

“How did you know it was something behind you?” she asked, her eyebrows drawn together in curiosity. Peter looked around warily and fiddled with the worn strap of his bag.

“Maybe we should be alone before we talk about this?” He motioned his head towards the crowds surrounding them. Gwen pressed her lips together and he couldn’t help but smirk at the disappointment on her face. He knew that look all too well. When Gwen wanted to know something, she didn’t like to be deterred. But she knew he was right, he could tell. She took his hand in hers before leading him back to the exit and turning down a corner.

“It’s a good walk from here, but this was the closest place I could think of to meet without anyone getting suspicious.” Well that wasn’t concerning at all. Peter turned to see the crowds around the pier growing smaller and smaller.

“So what exactly are we going to be doing?” he asked to break the silence.

“I thought you said we should wait until we get there to talk about this stuff.”

“I’m just trying to make conversation. And possibly learn where I am in case this is an elaborate plot to murder me.” Gwen snickered as she let go of his hand to playfully smack his chest. He wheezed slightly but hid just how hard the hit had been. They both really needed to learn to control this new strength they had.

“Please, what would my motivation even be?”

“Less competition for best grades in our year?”

“Peter, I’m already the highest mark in Biology and Chemistry.”

“Yeah, but I got you beat in Calculus.”

“So does Mariah Netts, and I know she’ll sooner set my locker on fire than let me get higher grades than her.”

“She’s not _that_ bad.” Gwen stopped in her tracks to stare at him, her expression shaping into her signature ‘you can't be serious’ look.

“Peter, she locked a girl in the janitor’s closet in eighth grade to keep her from participating in a quiz bowl.”

“I thought that was just a rumor.”

“Heck no! I was on her team. She basically bulldozed through all the questions and when we had a ten minute break, she got all sinister and said we didn’t need to worry about the competition.” Peter scrunched up his nose in distaste. Sometimes it shocked him just how competitive the kids at his school were. It made sense - Midtown was a highly advanced prep school and had a reputation for producing some of the brightest minds in North America - but there were times Peter just couldn’t believe how vicious students were.

They continued to talk about school, focusing a lot on which clubs and extracurriculars they would join next year. Peter had been in the middle of explaining a paper he’d read dealing with advancements in space travel when Gwen stopped in front a giant warehouse.

“This is it,” she said before she walked around the far end of the building. Peter looked around, not even noticing where they were as he talked. They seemed to be at a dock of some kind. The warehouses suggested it was used for transporting cargo, but the lack of upkeep suggested that this place was abandoned. A sense of unease washed over him as he quickly caught up with Gwen.

“What is this place?” he asked as she turned another corner, finding a backdoor.

“I can’t remember what exactly they used this place for before, but Dad had mentioned that gangs used it to hide out during Prohibition.” She dug around her bag before pulling out two bits of wire and kneeling in front of the lock on the handle. She slid the bits in before she began to pick the lock. “About forty years back, there was a huge chemical spill and they cleared the place out. They cleaned it out as best they could, but after that, it kind just sat here. The city never really got around to tearing it down or using it for something else, or they just didn’t care.” There was a soft click before she twisted the handle and the door creaked open.

“Wait. How do we know that there isn’t another gang hiding out here now?” Peter could feel the anxiety growing as he stayed glued to the spot at the base of the steps. Gwen turned to meet his eyes, shoving the little tools into her back pocket.

“No one ever comes out here now, mostly because they’re scared whatever happened here could get them sick or something.” He blanched at the confession.

“And you thought we’d be safe? Come on, Gwen.”

“Calm down, Petey. I did some digging and found some articles about the accident. It was floor cleaner with a lot of lye in it. We’ll be fine.” Before he could stop her, Gwen walked inside the warehouse. He looked around the dock, grimacing in indecision before groaning and following her inside.

“You know, you’d think I’d learn not to follow you into weird places,” he commented before looking around the old, dilapidated building. Windows lined the walls, starting from the ceiling and coming down about a yard. Large metal hangers and a scaffolding stretched across the ceiling, distorting the beams of sunlight coming through the windows to create odd shadows on the walls. Small bits of debris were scattered all around the floor, and weeds were sprouting out of cracks in the concrete in search of sunlight. Gwen walked over to a far corner, where a dull grey tarp was covering something rather large and bulky. He watched as she grabbed the end of the tarp and pulled, sending the tarp to the ground and revealing a wonky looking pile of crates and chairs.

“Odd thing to keep here,” she mumbled. It wasn’t lost on Peter just how clearly he heard her even though she was clear on the other side of the warehouse. She grabbed one of the crates and pulled. The old metal creaked and groaned as the pile trembled slightly. Peter sucked in a breath before quickly crossing the space between them.

“Careful!” he exclaimed as she yanked at the crate, freeing it from the pile. It swayed for a moment before seemingly settling again. Peter ran a hand through his hair. “Geez, Gwen, don’t do that. I thought it was gonna come down on you.” She simply shrugged before pushing the crate a good distance away and setting her things down on top of it. She unzipped her backpack and pulled out a stack of books along with her laptop and a notebook.

“So I did some research on spiders,” she said as she picked up one of the books and sat down on the edge of the crate.

“Oh?” Peter asked as he joined her, setting his bag down. He glanced at the title of the book - Biology of Spiders (Third Edition) - before pulling out his own notebook.

“I tried to find whatever species was in the lab, but the closest I could find is this.” Gwen pointed to a picture in the top right corner of a page. A little spider with a blue thorax and bright red mandibles stood poised to strike. “ _Missulena occatoria_ ,” Gwen read, “more commonly known as the red-headed mouse spider, is found in Southern Australia, from open forests to desert shrublands. It is the largest and most widely distributed _Missulena_ species, because the spiderlings are wind-dispersed. Normally this only occurs with araneomorph spiders, as mygalomorph spiders normally disperse by walking. _Missulena_ venom may be very toxic, but few cases of serious envenomation have been recorded. Most recorded bites only caused minor effects, with Australian funnel-web spider antivenom having proved effective as a treatment. The spiders dig a burrow up to 55 centimeters deep, with two trapdoors. While the females are black with a red tinge, the males have a bright red head and jaws, and a gunmetal blue-black abdomen.”

“Can I see that?” he asked as he pointed to the page. Gwen held out the book and he nodded in thanks before studying the picture more closely.

“I’m not sure if this is the exact species. The red and blue looked different in the ones we found in the lab, but this was the only one I could find that looks even remotely similar.”

“The ones in the lab were smaller,” Peter hummed as he traced the side of the blue thorax with a thumb. “The legs had more hairs too.”

“I know it’s not much to go on, but we have to start somewhere.” Peter looked up at Gwen, surprised to see her face set with worry instead of curiosity.

“It’s something,” Peter agreed as he handed back the book. She set it down before cracking open her notebook. “So how do we want to do this?”

“Well, we already have our question. ‘What side effects are we experiencing due to the bite?’”

“I’d say we have our hypothesis too. ‘We have enhanced abilities.’”

“Shouldn’t we try to be a bit more specific?” Gwen tilted her head in question.

“Until we get to the experimentation and observation part, I’d say no,” he answered honestly. “So far, we’ve been showing the same abilities, but that doesn’t mean we’re exactly the same. We don’t know how things like genetic diversity could affect the results.” Gwen smiled and pat his head.

“And here I thought you didn’t like biology,” she teased before scribbling down something in her notes.

“It’s not that I don’t like it. I just prefer robotics, that’s all.”

“You do make a good point though. Whatever tests we decide to do, we need to draw up a baseline of some kind before we try to push the limit to see how different we really are.”

“Any chance you already did some research on the stuff we can do?”

“You know me so well,” Gwen purred as she flipped to the front of the book. “I wanted to see just what was making us stick to everything, so I looked up what makes spiders stick to walls.” She pointed to a picture of what looked to be dozens of little hairs. “Spiders have these microscopic tufts of hair on their feet called scopulae and even smaller hairs called setules. They grab onto the imperfections and crevices on surface and allow the spider to climb nearly every surface.” Peter held up one of his hands and rubbed this thumb and index finger together.

“I don’t feel any hair though,” he said as he read over the passage she was pointing to.

“That’s why I brought this,” Gwen replied as she pulled a magnifying glass out of one of her bag’s side pockets. She took Peter’s hand in hers and held it out, placing the magnifying glass over it. “Normally, you’d need a microscope to actually see them, but with our eyesight…” He peered through the lens, searching for the little hairs. It took a moment for him to see it, but right there, on the pad of his thumb, teeny little black hairs slowly grew out of his skin before retracting back in.

“Woah.”

“Right?” He could hear the excitement in her voice, and he couldn’t blame her. This was probably one of the most outward signs of the bite’s side effects they’d seen so far. “I spent almost an hour just looking at my hand, just practicing extending and retracting them on command.”

“You definitely need to show me how you do it. I’m getting better, but I accidentally stuck to Aunt May’s sweater last night and had to play it off as a really long hug.” Gwen snorted as she set the magnifying glass aside. “So are all of our powers spider-related?”

“I think so,” she said as she flipped to a page in her notebook and showed it to him. She’d made a list of abilities in that familiar lilting script of hers. “The jumping spider can lift up to 170 times its own weight. That explains the super strength.”

“But you said the closest example we had was the red-headed mouse spider?”

“Yeah, but whatever bit us wasn’t exactly a normal spider, Peter. For all we know, Oscorp spliced together DNA from a bunch of different species and mashed it together into some unholy mutation.”

“I’m starting to rethink my support of Ned getting an internship there.”

“You and me both.” Gwen pointed to the next ability. “Enhanced agility is common with a lot of spiders, so we’ll test that too. And reflexes. Holy crap, Pete. Mikey and Lucas were having one of their Nerf wars when I got home and decided to try to shoot me. I caught three darts and dodged the others.”

“But you suck at dodging.”

“Exactly!”

“Nice.” Peter read over the rest of the list. “Durability and stamina?”

“It seems like a safe choice. I’m normally out of breath pretty easily, but I didn’t even break a sweat on my way here.”

“What about the hearing?”

“I’m not exactly sure how we’re going to test that. I don’t think either of us have the sort of equipment to really measure audio input.”

“And the eyesight?” Gwen reached into her bag and pulled out a picture of an eye chart printed out onto a piece of computer paper. “Really?”

“It was all I could think of. Don’t judge.” Peter held up his hands in mock surrender before handing back the list.

“We’d better get started then.”

 

* * *

 

 “So what do you want me to do?” Peter asked as he watched Gwen type something up on her laptop. They’d done the eye test first since it didn’t require all that much. They’d tried reading the chart from different lengths, even going so far as to stand outside so they could get even farther away. By the time Gwen had down the calculations, she’d concluded they both had at 20/2 vision at the very least. The hearing wasn’t very time consuming or scientific. They both had just tried to one-up each other, describing different sounds they’d been able to pick up on that they couldn’t before. It hadn’t taken very long, and much to Gwen’s excitement and Peter’s chagrin, it was time for the more active tests.

“It’s simple,” Gwen said as she set the laptop aside before grabbing her notebook. “Given our enhanced strength and the appearance of the setules, we should be able to climb just like a spider. So you’re going to try and climb up that wall.” Peter turned to look up at the said wall. It was easily forty feet high without even counting the added height of the exposed ceiling.

“What if I fall?”

“Then we’ll be able to test out our durability.”

“That’s not funny.”

“It’s a little funny.”

“To you, maybe. You’re not about to climb the frickin’ wall!” Gwen's smile wavered slightly as she lowered her notebook into her lap.

“Peter, if you really don’t want to do it, I can-”

“No, no,” he objected, holding out a hand. “I said I’d do the first active test.”

“If you’re sure…” He wasn’t. Not really. But he had volunteered to go first and he wasn’t about to back down. “Oh, uh, you might want to take your shoes off.” His head shot around with concern.

“Why?” he asked nervously.

“Because I doubt the setules will work through your converse, dude.” He hated when she made a point like that, mostly because there was virtually no argument for it. With a grumble of indignation, he kicked off the sneakers and peeled off his socks.

“If I end up needing a tetanus shot, I’m blaming you.” 

“Less whining, more climbing,” Gwen shot back. Peter stepped closer to the wall, feeling the dust and grit shift under his feet. He reached out, placing a tentative hand on the wall. It was firm and cold concrete. He could feel the tin layer of dust it had beneath his fingertips. He looked back at Gwen and got a nod of encouragement before placing his other hand on the wall. So far so good. He moved closer and placed one foot on the wall.

“Moment of truth,” he mumbled as he looked down at his other foot. He started chanting ‘sticky, sticky, sticky’ in his head over and over like a mantra. He then pushed his foot off the floor to stick to the wall. He sucked in a breath, prepared to fall off and land on his butt, only to find that he didn’t move. He felt his heart began to beat faster as a sense of elation overtook him. Slowly, he brought one hand  and one foot up before setting them down again. He continued the slow movement, rising higher and higher up the wall.

“Holy shit,” Gwen squeaked from behind, or rather, below him. Peter felt himself smiling as he neared the windows and looked up at the nearest metal beam on the ceiling. Without giving it too much thought, he pushed off the wall and launched himself towards the beam, grabbing on and flipping around onto it with ease. “Christ, Pete!” Gwen shouted. “Warn me before you do that!” Peter beamed down at her, his eyes squinting with eager energy.

“This is so awesome!” he exclaimed as he stood up. Gwen made a sound of displeasure.

“Careful!” she called out, her eyes the size of dinner plates.

“It’s fine,” he assured her before he jumped onto another beam with little effort. “I don’t even feel off balance. It’s like I’m still on the ground.”

“Awesome. Great. Amazing. Please get down now.” Peter debated stayed up for a little longer, but the fear in Gwen’s voice deterred the thought. He looked around the building and found one of the scaffoldings that hung about halfway down to the ground. He leapt off the beam and onto the railing around the scaffolding before jumping to the floor, landing on all fours. Gwen let out a choked noise before running over to him. “What did I just say about being careful?!”

“Hey, I got down.”

“I’m not appreciating the sass, Mr. Parker.” Yeesh, ‘Mr. Parker’? She really must have been nervous. Peter stood up before gently squeezing her arm.

“Hey, I’m okay, see? No tetanus.”

“Not yet,” she grumbled, and Peter couldn’t help but feel it was a threat. He smiled and crossed his arms.

“So what next?”

 

* * *

 

 

They spent the rest of the day in the warehouse. Gwen had been absolutely gushing with theories and random facts of human and arachnid biology while Peter was just excited to see how far he could push himself. Gwen had taken a turn climbing the wall, albeit with a bit more caution than Peter, much to his surprise. They’d spent the better part of an hour just climbing around the warehouse, hanging from the rafters and crawling into every crevice they could find.

Gwen had pulled up a few videos on her laptop to test their agility and flexibility, consisting of instructional yoga classes and gymnastics. They’d both been able to mimic every movement with ease, even adding their own flares to routines to push themselves further. Gwen had been especially excited to discover that she could now do a full split. “Do you have any idea how long I tried to do one when I took ballet?!”

The sun was low in the sky when they finally decided to call it a night. They’d quickly packed up their things before leaving the warehouse, locking the door behind them. They decided to walk back towards the pier and call an cab to pick them up.

“So,” Gwen said as she shifted her bag on her shoulder, “Tell me what you’re thinking.” Peter thought for a moment before answering.

“I think… I think you were right. About keeping the powers a secret, I mean. The thought of someone forcing me to use these powers to do something bad or dissect me isn’t all that appealing.”

“I never said anything about dissection.”

“Eh, I think it was implied.”

“Oh, whatever,” she chuckled as she nudged his shoulder with mock annoyance. “So what do you think we should do with them?” Peter had to think on that for minute. They had these new abilities, abilities that could change their lives in any number of ways. But Gwen was right - they had to be smart about it.

“I think we should actually do your little cover-up.” Gwen blinked in confusion.

“Which one?”

“You know, I wasn’t kidding about how your lying worries me.”

“I am a master of deception and you love it.” Peter shook his head with a smirk.

“I’m talking about the cover up we used to get out here. We should come here and work out.” Gwen actually stopped walking then, staring at him with shock and poorly hidden amusement.

“Who are you and what have you done with Peter Parker?” Peter stopped to grin back at her, shrugging slightly.

“I’m just-I’m just really excited about this. I’ve never been able to do this stuff before, and now I get a chance to actually get better at it. We could gather more data and just hang out.” His smile turned a bit mischievous. “And hey, if we’re able to control what we can do, we can better hide ourselves and get out of sticky situations.” He wiggled his fingers for emphasis.

“Did you seriously just make a spider pun?”

“C’mon, you’re smiling.”

“I am and I hate it.” Peter laughed as she passed by him, her nose up in the air. He quickly caught up with her, falling into step beside her.

“So how ‘bout it? Super gym buddies?” He held out a fist, his eyes lit up with eager anticipation. Gwen looked down at the offered gesture before smirking up at him. She brought up her own hand and met his with a fist bump.

“Why do I get the feeling I’m going to regret this?”

“Come on, Gwen. It’ll be fun. What’s the worst that could happen?”


	6. Overload

**Summary for the Chapter:**

> *~*In Memory of Stan the Man*~*

Peter splashed his face again, taking deep breaths as he leaned over the sink. He turned off the faucet, his eyes still shut as the water dripped down his face. He felt it gather on his chin before sliding down his neck and into his shirt. He grumbled as he reached for a paper towel, noting how he didn’t need to blindly search for one. It was as if he could sense exactly where things were in the space surrounding him. He grabbed a few pieces, bunching them together before drying his face and grimacing at how rough the paper felt against his skin. His hands were still trembling as he pressed the now wet paper towels to his forehead. 

He was silently chiding himself as he blotted away the excess water, pressing his tongue against the roof of his mouth in irritation. Ned was probably going to barge in at any moment now and start hovering, asking if he was okay and demanding an explanation for what had happened out there. He wasn’t sure he could handle it right now, though. The noises weren’t so bad now, but he was still swaying slightly as he stood, trying to get a grip.

He wasn’t sure what set it off, really. There wasn’t anything significant going on this lunch period; they were serving sloppy joes, potato wedges, and soggy broccoli in the cafeteria and Peter had been excited. His appetite had always been particularly ravenous, but ever since the bite, it had become insatiable. He’d piled his tray with food and sat down at his usual table, greeted by Ned and soon joined by Gwen. Things had been perfectly normal as Peter dug into his lunch - Gwen having to remind him to come up for air every once in a while. He’d been taking a sip of his water bottle when it had started.

It had started as a low whine that seemed to exaggerate certain noises, like the thud of trays and bags being dropped onto tables, and the clopping of shoes against the linoleum floor. Soon other noises began to grow louder, noises that Peter normally wouldn’t be able to hear - someone chewing a peanut butter sandwich, music that sounded like it was blasting when it was probably playing through someone’s earbuds, and the collective breathing of every single person in the cafeteria. The whining grew louder and louder, until it was a deafening ringing. The lights in Peter’s eyes began to bloom with colors, growing brighter and bigger as he tried to blink them away. The overwhelming senses were rattling around inside his skull, bringing on a migraine that quickly stole away his appetite. He was vaguely aware that someone was touching his shoulder, probably Ned. The touch was borderline painful as the overload overtook him.

Shoving away his tray, Peter clamored to his feet and quickly left the cafeteria, stumbling as he focused on willing away the splotches of light and color in his vision. He collided with a few students in the hallway, resulting in a few shoves and shouts of irritation. The sound was unbearable. He clapped his hands over his ears as he finally managed to stumble into a nearby bathroom, his shoulder colliding with a wall as he squeezed his eyes shut. He couldn’t hear anyone in the bathroom as he wobbled into one of the stalls.

 

* * *

 

“Sensory overload?” Peter read the title of the article Gwen had pulled up.

“I heard Mom mention it once when Lucas had a meltdown at school a while back. It refers to overstimulation of one or more of the senses as a result of the environment. Lucas was at a school assembly and I guess all those students talking and the gym’s acoustics was too much for him.”

“Okay, so you think that we might get sensory overload?”

“Well,” Gwen hummed as she shrugged guiltily, “I think I’ve already experienced it, actually.” She moved to cross her legs as she pulled out her phone. “Remember when I was late to hang out the other day? I was on my way here, but the lights suddenly started getting too bright. I thought maybe I was just getting a migraine, but then it was getting really loud and I felt like I was walking through molasses or something. I had to duck into a McDonald’s bathroom just to calm down.” Peter felt his chest tighten in sympathy and concern as he listened to Gwen’s story.

“I’m sorry,” he said sympathetically. “Why… Gwen, you could have called me.”

“I would have, but talking on the phone wasn’t very appealing at the moment. And my phone screen was hurting my head to look at.” He could understand that. But still. She hadn’t told him after the fact. He tried to not let it bother him too much. After all, he’d kept quiet about his own health plenty of times around Gwen. “But after it happened, I figured I should see if there was something I could do to help relieve it faster. Then I thought that I should tell you about it just in case you ever have an overload.”

“Okay. So what did you find?”

 

* * *

 

The smell of floor cleaner and toilet cakes wafted in Peter’s nose, but he fought to keep his concentration on something else. He thought back to Algebra class earlier that day. What had they been discussing? 

Review. They had been reviewing the chapter about quadratic equations and inequalities. Negative  _ b _ plus or minus the square root of  _ b _ squared minus 4 _ ac  _ over 2 _ a _ . He repeated the formula in his head, mouthing the words as he drew it in the air with his finger.

_ “One of the more common coping methods is stimming - things like twirling a necklace, zipping a zipper, pushing buttons on a phone. Some people draw too.” _

Peter fiddled with one of his belt loops, twisting it around his finger and pulling, only stopping when he felt the fabric starting to give. They’d done a few problems on the board and the teacher had called out a few random students to come up and solve them. Peter began repeating the steps he’d taken to solve the equation he’d been asked to solve.

_ “Another coping strategy is mindless problem solving. Mostly stuff like reciting times tables and the alphabet. Nothing that requires too much brain power. I thought you might like that one.” _

Gwen was awesome. He reminded himself to thank her later as the noise slowly began to drown out into something akin to normalcy. The room wasn’t spinning anymore, allowing Peter to stand up and slowly exit the stall. No one had come into the bathroom, leaving him alone to finish working through the overload.

 

* * *

 

Gwen had to grab Ned’s sleeve to keep him from going after Peter when he left the lunchroom in a daze. She’d noticed how he’d seemed off a moment ago as he slowly stopped eating. When Ned had reached over to place a hand on Peter’s shoulder, Gwen heard the hiss of breath as Peter moved away from the touch. That’s when she figured it out. Peter was having an overload. The color had drained from his face a moment later before he had shot up and hastily left. 

“What are you doing?” Ned asked as he frowned at her. Gwen tugged at his sleeve again, urging him to sit down. “Hey, something’s wrong with him! I gotta go help him!”

“No, you don’t.” The last thing Peter needed was Ned’s hovering when he was trying to calm down. “He told me this morning that he was feeling a little off. He’ll be fine in a bit. Sit down, Ned.” There must have been something in her expression, because Ned didn’t argue any further as he took his seat. He poked at the jello cup on his tray before speaking again.

“What is up with you two lately?” Gwen blinked, surprised by the question.

“What do you mean?” Ned shot her a look of annoyance.

“Don’t play dumb. You and Pete have been acting weird lately. You’re more...secluded than usual.” Gwen kept her expression bored, uninterested. Had it really been that noticeable? She had thought she and Peter were doing a good job at keeping up the act of normalcy. She’d need to talk to Peter about it later.

“I’m working out again, remember? Pete lost a bet and has to work out with me. We had a longer session yesterday and he’s probably feeling sore.” She cringed at the sad excuse. It was a pathetic lie, especially for her. No doubt her dad would laugh his ass off if she tried to use that one. Ned stared at her for an eternal few seconds before dropping his gaze back to the jello cup, tracing one prong of the plastic fork over the dark red surface. She could smell the cherry flavoring as the prong broke the surface of the dessert.

“If he’s this sore, maybe you shouldn’t be working out so much.” Oh, if only it was that easy. In the month that had passed since they’d started playing around with their powers, Peter and Gwen had become restless. They couldn’t just sit around for hours and hours anymore. Everything was moving too slow for them and the longer they remained inert, the more restless they became. Saying that they were working out wasn’t a complete lie, Gwen argued with herself, because they were. Gwen had started teaching Peter some ballet and gymnastics since their agility and flexibility now allowed for it. Peter had become almost obsessed with finding their limits, making tests and doing research that even Gwen couldn’t follow.

It hadn’t been all bad, though. They’d learned that Peter was stronger, which made since when she thought about the biology of it. She was faster than Peter, both in running and reflexes. She had taken pride in that particular fact when she challenged him to race after race. She’d also spent more time learning about how much clothing she could wear before she couldn’t stick to the walls. It had been difficult to explain to her mom why she’d needed to raid the coat closet for gloves and boots, but she’d still managed it.

Aside from all of the experiments they were running, Gwen had come to enjoy the time she and Peter spent together at their little hideout. It was like they had their own secret clubhouse, like they had tried to have when they were younger. It gave them an escape from the stress of school and extracurriculars. Peter had once mentioned that he found the research they did for their powers relaxing. She had asked what he’d meant, to which he’d responded by saying that doing this kind of work for a personal project and not for school made it much more enjoyable. She decided not to look too much into it after that. The work made Peter happy and set them both at ease, which was needed given the stress that Midtown put on its students.

“It’s a healthy lifestyle change, Ned. If you really are curious about it, you’re welcome to join us.” Gwen couldn’t fight her grin as Ned’s shoulders tensed.

“No way. Peter might be willing to do your crazy workout, but I’m not. I will sit here with my jello cup and my Squirt and my not throwing up, thank you very much.”

Gwen didn’t try to hold back her snickers after that.

 

* * *

 

“Come on, dude. I really need your help,” Ned pleaded as he and Peter descended the front steps of the school. “This stuff just doesn’t make any sense to me. Especially nosotros and vosotros.”

“Didn’t you say that Mrs. Mendez told you guys not to worry about vosotros?”

“She did! But my mom is making me learn it anyways. She said that it will help me better grasp the language and help me sound more well-rounded.” Peter snorted at that.

“What? Has your mom never taken a Spanish class? Literally every teacher tells their students to not worry about vosotros.”

“Well, she’s still making me do it. Come on, Pete. You actually speak Spanish. You gotta help me out.”

“I already told you I have workouts today. We can Facetime after I get home if you want.” Ned stopped walking for a moment before catching up with Peter.

“Wait, you’re still going to go work out?” He seemed more than a bit concerned as he tried to meet Peter’s eyes.

“Yeah? Why wouldn’t I?”

“Because you totally hurled your guts up at lunch.” Peter cringed at the blunt statement before shaking his head.

“I already told you that I didn’t throw up. I just got a little headache, that’s all. I’m fine now, Ned.”

“Look, I get that you want to impress Gwen and everything, but if you’re this sick after doing those exercises, maybe you should slow down.” Peter choked suddenly as he stopped by the front gate.

“Wait, what?”

“Peter!” Speak of the devil. Peter turned his head back towards the main entrance to find Gwen waving as she quickly descended the stairs to join the boys. “Sorry, I had to photocopy some flyers for Ms. Enid. The student council is having a bake sale and we needed to have the flyers ready to put up by Monday.” Peter nodded in understanding.

“You’re fine. You heading home?”

“Just to drop off my stuff and change. Are you still okay to workout today?” Before Peter could answer, Ned stepped forward to speak.

“I don’t think Peter should go today. He totally lost it at lunch today.”

“Ned!”

“Dude, you’re going to seriously hurt yourself if you keep this up. You need to know when you need to take a break.”

“Peter?” He looked back at Gwen to find her brow crinkled and her mouth set in a slight frown. “Are you sure you’re okay? We don’t have to meet up tonight if you really aren’t feeling well.”

“No. I mean, yes, I’m okay. Ned’s just being a mother hen.”

“I am not!”

“Total mother hen,” Peter insisted before his expression turned serious. “Really, Gwen. I’m okay. I swear.” She stared at him for a moment, her lips pursed with indecision before she relented.

“Okay. If you’re sure…” Peter grinned as they all began to walk again. “I’ll meet you at the gym in an hour, okay?”

“Sure,” Peter nodded, his smile slowly coming back. He needed to unwind with some wall crawling after everything that had happened today. He could hear Ned’s grumble of protest but ignored it as Gwen readjusted her backpack on her shoulders. She waved to both boys one last time before heading down the street towards her home.

“Later!” she called out before turning a corner and disappearing from sight. Peter waved back before turning back towards the way to his apartment, only to find Ned blocking his path. His frustration was obvious, given his body language and his irritated expression.

“What?” Peter said somewhat innocently, he smile wavering slightly as it took on a more nervous energy. “I said I’m fine, Ned. I really need the outlet right now, man.” Ned was quiet as Peter edged his way around him. “I’ll text you when I get home tonight, okay? We can work on the worksheet together.” When he still didn’t get any reaction out of his friend, Peter gave him a final wave before turning and beginning the walk back to his apartment.

 

* * *

 

Peter had gotten home about twenty minutes later. He quickly changed and gathered his notes for the data he and Gwen had collected so far, stuffing them into his backpack before going out into the kitchen to grab a quick snack. After the overload had finally subsided, lunch had ended and he had to go throughout the rest of school without eating. Under normal circumstances, he would have been a bit uncomfortable with the hunger pains, but ever since the bite, both Gwen and Peter’s appetites and become insatiable. Peter could feel his stomach beginning to consume its own lining in protest as he searched the fridge for something quick and filling. He snagged a few things from the fridge and made himself a ham sandwich, along with an entire box of poptarts and three water bottles. 

“You feeding an army there, kiddo?” Peter paused around a mouthful of ham sandwich as Uncle Ben entered the kitchen. Peter quickly chewed and swallowed, grimacing at the tight feeling of the food going down dry. He uncapped the first water bottle and gulped down half the bottle in one go. “Whoa, slow down,” Ben advised, his tone both teasing and concerned. “You don’t want that accidentally going down the wrong pipe.”

“Duly noted.” Peter wiped at a stray drop of water with his sleeve. He went about putting the water and poptarts into his backpack, deciding to save them for when he got to the hideout.

“You going to Ned’s?” Ben’s tone never held any sense of cold authority whenever he spoke, for which Peter was eternally grateful. He always sounded warm and ready to talk, and he almost always knew what Peter was up to.

“Nah. I’m going to the gym with Gwen.” Peter zipped up his backpack.

“You’ve been going to the gym with Gwen a lot lately.” Peter only nodded as he pulled the backpack onto his shoulders. He grabbed the sandwich and made quick work of it as he tied up his shoes. “You know, Pete, if you need any advice, I’m always willing to listen.” Peter paused, looking up from his shoelaces to meet Ben’s eye.

“Huh?” Ben ran a hand through his salt-and-pepper hair as he blew out a breath. He looked to be internally struggling with something, as if deciding whether or not to elaborate.

“You know, Gwen is a lovely young lady.” Where was he going with this?

“Yeah?”

“And you’re old enough now that you may start wanting to...spend more time around girls.” Oh. OH.  _ OHH.  _ Peter felt his face grow hot with embarrassment at his uncle’s implications. “So if you want some advice, man to man, on how you’d like to spend more time with Gwen, I can-”

“Nnnno, that’s fine,” Peter interrupted, quickly tying up his shoe. He needed to get out of this apartment. Now.

“Peter, it’s nothing to be embarrassed about. In fact, May and I always thought that you and Gwen might-”

“Leaving!” Peter called out as he ducked out of the kitchen and headed for the door. He heard Uncle Ben call out for him, but Peter ignored him as he stepped out of the apartment and shot down the hall. He didn’t look back as he took the stairs two at a time, shoving the front door open and stepping out onto the sidewalk. He let out a breath that he hadn’t even noticed he was holding, readjusting the straps of his backpack and wiggling his toes inside of his shoes.

Once Peter had a better grasp of his surroundings and calmed himself down, he began the trek towards the subway that would take his to the south side where the pier was. He stopped at a crosswalk and pushed the button to change the light, his mind beginning to wander as he waited for the light to change.

This was the second time today someone had suggested that Peter had feelings for Gwen. Had he seemed like he was crushing on her? He couldn’t recall his behavior changing that much around her. He didn’t ever feel nervous around her in the way he was around girls he’d liked in the past. She was just… Gwen. Had she been asked about him too? The thought didn’t sit right with Peter at all. He did care about Gwen. A lot. He trusted her more than anyone, even Ned. But the thought of those feelings being romantic? It didn’t feel right. Not in the ‘denying that you have a crush’ way, but in the ‘I’m uncomfortable and don’t know how to react’ way.

Should he talk to her about it? The very thought of bringing it up made Peter cringe. Definitely not. He could figure out what to do about all of this on his own. He just needed to make Uncle Ben and Ned understand that while he did care about Gwen, he had absolutely no desire to date her. The white walking sign clicked on and Peter quickly crossed the street.

 

A few minutes later, Peter spotted the entrance to the stairway that lead to the subway. A taxi zoomed past him, kicking up a breeze that sent leaves and paper flying. A stray paper collided with his stomach and he quickly pulled it off, a sense of disgust washing over him. You never knew what kind of nasty trash was lying around in New York. Peter checked his shirt for any obvious stains before glancing at the offending paper. 

“CAGE-O-MANIA: THE RETURN!” was printed in bold red letters. An illustration of a large wrestling cage with two large men in costumes caught Peter’s eye. At the bottom of the flyer was an offer for entry-level wrestlers. “$300 to whoever can take down John “The Chiropractor” Steele!”

Three hundred dollars? That was a lot of money. Peter studied the wrestlers more closely. They were larger men with accentuated muscles and hardened expressions as they fought. One of the men was is a black and white outfit that had a skull emblazoned on the face mask, while the other wore a blue and gold outfit, completed with a golden cape. The gears slowly started to turn in Peter’s head as he read over the guidelines printed on the other side of the flyer. 

He wondered if perhaps he’d been given these powers for a reason after all.

 

Perhaps it was time to find out.


	7. Calm Before the Storm

“You want to make a suit?”

“Yeah.”

“Like, a Captain America suit?”

“Kind of.”

“Why?” Peter tried to not look so anxious, but it was difficult with how inquisitive and suspicious Gwen’s stare was. He’d been working on running some numbers through her laptop while she read something from her AP Biology textbook. The wrestling flyer was folded into a small square at the bottom of Peter’s backpack, burning a hole as he sat next to it. He’d looked up from Gwen’s laptop and had proposed the question of what she thought about possibly creating suits.

“I dunno. It just kinda seems like the thing to do. New powers, new suit. Isn’t that how it works?” Gwen shut her textbook and set it next to her, giving Peter her full attention.

“I honestly have no idea.”

“We could both make a suit!” Peter wanted to take back the words as soon as they came out. Gwen shifted in her seat, but Peter caught the attempt to hide a frown.

“Peter, I don’t know if that’s really a good idea. I thought we agreed we didn’t want to draw any unwanted attention to ourselves?” Peter hadn’t wanted to think about that particular conversation.

“Look, I’m sick of running numbers” Peter got to his feet, his frustration turning into nervous energy. “I’m sick of sneaking around and climbing around this stupid warehouse. I want to see what I can do out there.” He gestured towards one of the cleaner windows high above that allowed sunlight to spill in. He ran a hand through his hair before meeting her eye. “I mean… don’t you?” Gwen was quiet as she stared at Peter, her eyes seeming to access him. She slipped off the crate onto her feet and took a step forward.

“Of course I do. I want to see just how fast I can run with more than that crummy walkway. But Peter,” she took another step, “I just, I want us to be careful. A fall from the ceiling is one thing; a fall from the Empire State Building is a whole other league.”

“I have a few ideas for that,” Peter replied, having actually been prepared for that. He stepped around Gwen and knelt down to open his backpack. He pulled out a beaten up composition notebook and flipped it open to a worn page before handing it to her. Gwen accepted the journal and looked over the crude sketches and the notes that filled the margins.

“What’s this?”

“Just a sketch,” Peter shrugged as he shoved his hands into his jacket pockets. “I had the thought when I was watching this video Ned sent me.” Gwen looked up from the journal with a questioning look. “It was a clip about spiders and how their web making was affected by drugs.”

“Isn’t that the one with the crack spider’s bitch?” Peter couldn’t contain his grin.

“Yeah. Anyway, I was watching it and a thought occurred to me. We have all the these spider based powers, but we don’t have the pivotal ability of being able to weave webs. So I thought, why not make something that can make webs for us?”

“So, hyped-up silly string?”

“No” Peter said defensively as he flipped to the next page, revealing the beginnings of a thrown together chemical equation. “I’ve been playing with some bonding agents they have at the school. I haven’t made any yet; I want to have a few different formulas written down before I do.” Gwen hummed as she began to read through the formulas more thoroughly. Peter suppressed his grin as she began to fall into his trap. “I know that chemistry is more your thing, but I thought I’d give it a go.”

“These are actually really good,” complimented Gwen as she flipped through more of his notes. Peter hummed in thanks as he began to fiddle with his hands. He almost had her on his side. He just needed to play it cool now.

“So…” he said slowly, his voice drawing out into a question. Gwen looked up from the notes and Peter stopped picking at his hands. He bit his tongue as she pressed her lips into a thin line, the indecision in her expression making him antsy. “Please?” She stared at him for a moment before looking back down at the notes. She took in a deep breath and slowly let it out through her nose.

“If we do this, we can’t half-ass it.” Peter’s face lit up as he had to fight the urge to pump his fist. “I’m not letting you raid a thrift shop for a suit. We do this right. We research, we make designs, and most importantly, we learn to sew.”

“I already can,” Peter said with elation, “Aunt May taught me when I started going through my growth spurts.”

“Perfect. Then you can bring some supplies and show me.” Gwen pulled out her phone and began to tap away at the screen, seemingly making a list. “We’ll work on some designs and compare notes next week.” Peter was practically bouncing in place, his cheeks starting to hurt from smiling so much.

“Sure!”

“Peter…” Gwen’s tone was a bit more somber. “I know I said yes, but just-just don’t get too excited, okay? This doesn’t mean I’m agreeing to start running around the city everyday.”

“I know,” Peter took her hand in his own and squeezed it reassuringly, “I don’t expect you to go along with everything I suggest. But it really means a lot to me that you’re giving it a shot.” Gwen offered him a small smile in return as she squeezed his hand back.

“Just… don’t make me regret this. Okay?”

“Cross my heart.”

 

* * *

“What in the world are those?”

“What? What’s wrong with them?”

“Peter, you look like you’re about to go on a nighttime safari.” Peter pulled off the clunky goggles to meet Gwen’s skeptical expression.

“I didn’t exactly have a lot of time to find something that was hip-chic.”

“Please never say that again. I’m not even sure that was even the correct use of that word.”

“I just don’t want to have too much input when I’m outside. If we’re running around the city and jumping across buildings, I don’t want to risk having an overload. These could help with that. You know, just to help us focus.”

“Yeah, but we kind of need our peripheral vision too. These will completely block that off.” Gwen took the goggles from Peter’s hands and examined them.

“Like I said, I didn’t have a lot of time.”

“Hey, I’m not bagging on the idea. It’s a good feature, but maybe we can try to play around with the field of vision they have.” Peter hummed as he scribbled down the note in his journal that sat next to his feet. “You said something earlier about cleaning up the web shooter sketches?”

“Yeah!” Peter flipped to the new sketch and traded it for the goggles. Gwen read over the notes and ran a finger over the edge of the cleaner sketch while Peter fiddled with the goggles.

“They look a lot better. Not as clunky as before.” She scooted a bit closer to show him the sketch. “Show me how they’re supposed to shoot again?”

For the past week, Peter and Gwen had spent their free time putting together ideas for the new suits, compiling lists of necessary features and bouncing ideas off of each other. Peter had been the first to come up with a rough sketch of the finished product. Gwen had given a few critiques, and soon enough, they had an agreed upon look and goal.

Peter had also been busy with perfecting the web shooters, while Gwen had offered to tackle the formula for the web fluid. Adding all of that on top of the homework from school and extracurricular had taken a toll on both teens’ sleep schedules. Neither of them were complaining though.

 

* * *

 

Gwen huffed as she kicked the backdoor open and held it open with her foot as she shuffled into the hideout, her arms encompassed around a large, bulky cardboard box. She carried it over to her little makeshift workstation and set it down before looking over at Peter. “Gee, thanks for the help, Pete,” she said sarcastically. Peter looked up from his notebook.

“Huh?”

“Nothing,” she sighed before joining him on the floor. “Whatcha workin’ on?” she asked as she leaned over to peek at his work.

“I uh, I was just picking out colors. For the suit.” He set down a colored pencil to show off his work. The colors were a bit messy, probably from indecision of where to place them, but overall it didn’t look half bad.

But she had to ask.

“Red and blue?”

“Yeah. What, is something wrong with it?”

“No, no. I just wasn’t expecting it. I guess I should have though. It screams ‘Captain America fanboy.’”

“That’s actually not why I chose them.” When she shot him a questioning glance, he pulled up a saved tab on his phone. “I found this page about jumping spiders and apparently some species are peacocks. Including this one.” He scrolled down to a picture of a fuzzy little spider with a set of legs and its thorax up in the air in display. Gwen’s eye was immediately drawn to the red and blue pattern of the spider’s thorax. “I kind of wanted to pay homage to the spiders that gave us this power,” Peter explained as he picked up a black colored pencil and began to outline the eyes of the suit.

“That’s really good, Pete,” Gwen said as she took the phone and read the small article. She set it aside before moving back to the box she’d set down.

“What’s in the box?”

“Just a few things I wanted to test out for the suits.” She held out a pair of worn Toms. “We need some kind of protection for our feet, so I went around and found as few shoes to see what would work best.”

“Please tell me you cleaned those.”

“Darn, my plans to spread athlete's foot foiled by your need for cleanliness,” Gwen deadpanned before tossing the shoes at Peter. He blocked with his notebook before smirking at her. “Of course I cleaned them. I’m not an animal.”

“Yeah. You’re a spider.” Gwen couldn’t help but snort at that. “Speaking of,” Peter said as he flipped to the next page before showing it to her, revealing an already finished colored sketch of the back of his suit, “I was thinking up a name.”

“What, like a codename?”

“Yeah. I think I wanna go with Spider-Man.”

“Spider-Man? You sure it shouldn’t be Spider-Lad?” Gwen laughed as she dodged a balled up paper that was tossed at her head.

“I think it’s cool.”

“And I think you’re a dork,” she said as she pulled out a few more pairs of shoes. “But if that’s what you want to go with, I won’t stop you. Although I don’t see when you’d need to give people your codename.” Gwen didn’t catch the slight wince as Peter clammed up, his grip on his notebook tightening in sudden defense. She looked back at him and waved a sneaker at him. “Now how about we have Spider-Man try on and test out a few of these? I want to get these back to the thrift store before Friday if none of them work.”

 

* * *

Peter’s foot jiggled as he looked down the hallway for what felt like the millionth time in the last ten minutes. He’d argued with Gwen that he should be the one grabbing supplies for the web fluid, but she had simply retorted with “You said it yourself. I’m better at chemistry, especially biochemistry. And I’m the one who’s been trying to perfect it for the last week and a half. Just stand outside and let me know if anyone is coming.” 

And so here he was, standing lookout in the school hallway during lunch period while Gwen raided one of the chemistry labs. He silently scolded himself for letting Gwen talk him into this. He wasn’t usually a pushover, but Gwen had this air about her that made it near impossible to tell her no. He knew he should really stop agreeing to follow Gwen into these kind of situations - it had lead to their powers in the first place after all.

A sudden tingling all along the back of his neck and his head pulled him out of his thoughts.

“Oh.” Peter whipped around to find a girl who seemed to be heading to one of the workrooms down the hall, if the box of craft supplies in her hand was any indication. “Sorry, I didn’t think anyone was out here right now. Most people have lunch or study hall this period,” she said as a means of apology for startling him.

“N-No, you’re fine,” he said as he held up a hand in assurance. “I was just, uh…” His mind raced to find an excuse. “I just really don’t want to be late for my lab next period.” He screamed internally at the poor excuse, already imagining hearing Gwen laugh in his face at how sad the lie was. Luckily for Peter, however, the girl seemed to find it funny. She smiled and gave a small giggle at the absurdity of his explanation. Peter suddenly felt his heart shoot up into his throat. Her laugh was so cute. And her smile was so pretty. She had an inch or so on him, but he didn’t mind as she tilted her head slightly with amusement, silky black hair pooling over her shoulder.

“You must be a model student, huh?” she joked as she took a step towards him. Peter felt his cheeks ache as he grinned, standing up straighter.

“Do you want some help with that?” he said, gesturing to the box in her hands. Her eyes darted down to the box, and Peter couldn’t help but notice that they were a nice smokey brown.

“Oh, no thanks. I’ve got it.” She smiled up at him, and Peter felt his cheeks aching again as he smiled wider.

‘Stop smiling so much! You probably look like a serial killer!’ his inner voice snapped.

“I was just going to set these in Ms. Gina’s room. I’m on the student planning committee and my mom just came by to drop these off for us.” She walked past him and looked back over her shoulder. “Did you want to walk with me? I could really use someone to open the door for me.”

‘Holy crap, she’s asking me for help. But I can’t just leave Gwen. She’d kill me. No one else has shown up at all this period. It’ll be fine.’

“Sure.” Peter caught up with her before he could reconsider, keeping pace with her.

“So,” she said as she eyed him, “you’re a freshman?”

“Uh, yeah. How did you know?”

“I had the same professor in that lab. Biology with Ms. Rita, right?”

“Oh! Oh, yeah.” Peter scratched his cheek as he tried to play off the lie. “I uh, I have her after lunch.”

“I can see that,” she said as she stopped in front of a door. A plaque next to the door displayed the classroom number and the current teacher’s name, Ms. Gina. “Think you could open the door for me, please?”

“Y-Yeah! Of course.” Peter fumbled slightly with the door handle for a moment before he managed to turn it properly and push open the door. The lights inside were off, but there was enough natural for him to see the layout of the classroom. Standard desks filled the room and large shelves lined the walls.

“Thanks,” she said as she passed him, entering the classroom. She turned and set the box down on one of the student desks at the front. She went through the contents inside, no doubt checking that everything was accounted for. Seeming satisfied, she stepped back from the box and looked back up at Peter, intent on leaving the room.

Just as Peter heard the lab door down the hall creak open and Gwen step out. His eyes flicked to the side, catching a glimpse of her confused expression before he was looking at the girl again. He couldn’t let her see Gwen, especially with her arms full of school property. In a split second, Peter acted. He stepped forward, blocking the doorway.

“I’m Peter!” His stomach recoiled at his volume. The girl paused, blinking with surprise. She stared at him for a moment before a small smile curled the corner of her mouth.

“Uh, hi, Peter.” She made to step around him, but Peter beat her to it, again blocking her path.

“What, um, what’s your name?” Peter could see the confusion and hint of frustration in the girl’s eyes, but she quickly hid it before speaking again.

“I’m Liz,” she said. Peter held out his hand to her on a whim. She stared at his offered hand for a moment before accepting it in her own, shaking it slowly. Peter felt his pulse quicken at the contact. ‘Her hands are so soft’ he thought to himself. Liz gave him another unsure smile before letting go.

“Well, I should get going,” she said as she made to step around him again. Peter listened for Gwen, and when he heard nothing, let Liz pass. She walked out into the hallway and Peter stepped out as well, closing the door behind him. Liz stopped walking to turn, meeting his eyes. “It was nice meeting you, Peter,” she said as she waved to him. “I’ll see you around?” Peter felt his ears burn as he shifted from foot to foot.

“Yeah, uh, I will - I mean! You will! See me around! Uh, yeah…” A strange feeling filled his chest as her eyes seemed to glitter with amusement and she smiled.

“Okay then. Bye.” Liz gave him another wave before turning the corner down a different hallway, leaving Peter alone. A minute passed as he stared at the space that beautiful girl had been only moment ago.

“Psst!” Peter jerked his gaze away from the corner towards the hushed whisper. Gwen was peeking out of the classroom, her hand on the door and ready to shut it again if someone came by. Peter hurried over, the back of his neck prickling in agitation. He could sense the irritation Gwen held towards him for leaving the lab without telling her. But as he thought back to Liz and her beautiful brown eyes and soft hands, he had trouble finding it in himself to care.

 

* * *

“Ah! Shit!” Gwen cursed as she yanked her hand away to examine it. A small bead of blood began to fill on the pad of her thumb. She brought it to her mouth to stave off the bleeding before setting the needle down. The stupid Youtube tutorial hadn’t been very clear on how to use a sewing machine to sew together material for gloves, so she had opted to sew them manually. She briefly wondered how in the world people survived before sewing machines. 

“You don’t need to push so hard with the needle,” Peter commented from his own work station.

“You dun hafta push so hard wit da needwe,” Gwen mimicked before sticking her tongue out at him, her frustration obvious. “I’m doing the best I can. This stupid ladder stitch is impossible.”

“Wait, ladder stitch? Gwen, she said to use a backstitch.”

“...”

“What are you doing?”

“Googling how much white gloves cost on Amazon.”

 

* * *

Peter looked over the last minute list of supplies Gwen had messaged him to grab on his way over to the hideout. Extra strength white jacket thread, hot glue sticks, wax paper, and another set of sponge paint brushes. He debated where he could pick up the requested supplies as he finished tying his shoes.

“Going out again?” Ben asked as he came in, setting down his car keys. 

“Yeah. Gwen got the last bit of data we need for the presentation and needs me to go over it before we put it on the board.” When May had asked why Peter needed the sewing machine, he’d told her that he and Gwen had a presentation at school and needed to make a board to go with it. Thanks to Gwen’s need for detail, May hadn’t questioned any further.

“You’ve been working on this project for almost a month now. Isn’t it a bit late to be adding more work to the final product?” Ben asked. He opened the fridge and pulled out a soda, setting one down on the table in front of Peter.

“Yeah, but Gwen really thinks it will really add something to the project as a whole.” Peter took the soda and pushed it into the netted side compartment of his backpack. Ben hummed as he pulled out one of the chairs and sat down.

“I’m glad you were able to get into that school with her,” Ben said as he opened the soda. “It’s so good to see you this excited about school work. You always tend to be more on track when Ned and Gwen are helping you.” Peter was thoughtful for a moment as he zipped up his backpack.

“Am I? I didn’t notice.”

“They’re good friends, Pete. Keep ‘em close. Those are the kinds of friendships that can last a lifetime. Like me and my old pal John. Forty years we’ve been friends now and whenever he calls, it’s like not a day has passed.” Peter smiled softly at the words before his smile slowly dissipated. He was quiet for a moment, his hand clenching around the strap of his backpack. Ben noticed his nephew’s thoughtful expression and rose a brow in concern. “Everything okay, kiddo?”

“Huh?” Peter looked up at Ben, seemingly lost in thought just a moment ago. “Uh, yeah. Yeah, I’m…” He looked down at his backpack again for letting out a breath through his nose. “Actually, uh… Uncle Ben, can I ask you something?”

“Sure thing. What’s on your mind?” Peter picked up his backpack, slinging it over his shoulder before sitting down in the chair the bag had just been in. He fiddled with the phone in his hand, his thumb running over the screen as if to wipe away an invisible smudge.

“So… say you could do something. And-And you could do it better than anyone else. Then it wouldn’t be wrong to, you know, cash in on your talents, right?”

“Well, son” Ben began, his tone unsure are he set the can down, “that would depend on what kind of talents we’re talking about.” It was phrased like a question, but Peter didn’t plan to divulge any further information. He let out another sigh before beginning to stand up. Ben’s hand quickly moved to cover Peter’s. “Hey, listen,” Ben locked eyes with Peter, silently asking him to stay for a moment longer. Peter straightened his posture but didn’t try to leave. “Kiddo, I went through exactly the same thing at your age.” Peter couldn’t help but let out a huff of laughter.

“No, not exactly.”

“The point is, you’re changing” Ben continued, patting his hand as he smile warmly, “Into the man you’re going to be. And just because you can do something doesn’t always mean you should. With great power, there must also come great responsibility.” Peter was again quiet, looking down at his scuffed sneakers in thought. He worked his jaw before readjusting the bag strap on his shoulder.

“Thanks, Ben” he said as he left the kitchen, heading for the front door.

“Don’t forget - we’re celebrating tonight! Your aunt finally got that promotion at the hospital and she’s making meatloaf, so be home by eight!” Ben called out after him.

“Got it!” Peter replied before shutting the door and making his way down the hallway to the stairway. His thoughts began to swirl again along with his stomach. As he and Gwen got closer and closer to finishing the suits, the guilt of lying to Gwen on top of lying to May and Ben had been eating him alive. She was his closest friend. She was family. And he was lying to her face so that he could make a quick buck.

As Peter got onto the subway and sat down, he pulled out the slightly worn flyer and unfolded it. The creases had worn down from constantly folding and unfolding it, but he still tried to smooth out one of the creases with his thumb. The bright, bold lettering seemed duller as he read over the title again. His eye caught the smaller text at the bottom once again. “$300 to whoever can take down John “The Chiropractor” Steele!” With a grimace, Peter re-folded the flyer and shoved it back into his bag. He couldn’t think about that now.

He just had to finish the suit. Then things would go back to the way they were and he would finally have a use for these powers. And a little extra spending money.

 

* * *

“Oh, good! You got everything on the list?” Gwen asked as Peter entered the warehouse, holding a plastic shopping bag with a local craft store logo printed on the side. 

“I wasn’t sure which thread you wanted, so I got three different spools” he said as he handed her the bag. “I have another bag in my backpack. The wax paper was too bulky for this bag.” He held up the plastic bag in his hand to show that there was indeed no wax paper inside.

“You’re a godsend, Pete.” Gwen took the bag from his hand and began to pull out the items inside while Peter unpacked his things to get started. He still needed to finish attaching the gloves to the sleeves and adjust the goggles’ placement on the mask.

The two teenagers fell into a rhythm after that. They would take turns picking out music while they worked and stop every hour or so to have the other critique their work.

“Hey, Pete? Where’d you put the extra sticks for the glue gun? I can’t find them.”

“Put ‘em in the bag with the wax paper. It should be in my backpack” he answered nonchalantly. Gwen reached over to grab the bag and unzipped it. The second shopping bag was right where Peter said it would be. She grabbed it and pulled it out, sending something flying out along with it. She reached over to pick it up, inspecting it. It was a folded piece of paper.

Gwen rolled her eyes. She had gotten onto Peter time and time again about just throwing paper into his bag. Presentation wasn’t ever really his thing, even when it came to turning in assignments. She unfolded the slip to see which assignment he was neglecting this time. She stared down at the bright red letters at the top, reading over the title before reading the information at the bottom. When she examined the image of the wrestlers, she paused. The one on the right wore a blue and gold bodysuit, completed with a cape. And the one on the left wore black and white. With a full face mask.

A terrible feeling began to form in Gwen’s chest as she read the flyer again, paying more attention this time. Her hands clenched slightly, crinkling the flyer. The sound of plastic and metal clicking stopped, drawing Gwen’s attention towards the source of the sound. Peter was staring at her, his hands frozen over the little bits of the goggles he had been fiddling with. His face had gone slightly whiter and his Adam’s apple bobbed as he swallowed.

“Peter. What is this?” Her voice was quiet, so quiet. As if she hoped that he wouldn’t hear her. But he did, as he shifted in place and slowly set the goggles down.

“I uh… I got smacked in the face with it while I was waiting for the subway. Littering, you know?”

“Peter.”

“I-I was going to throw it away, but then my um, my train came and I didn’t wanna miss it so-”

“PETER.”

“... I just… I thought maybe I could… you know, with my powers…” That terrible feeling grew into a hot, swirling ball in Gwen’s chest as she stood up, her hands clenching harder around the flyer, threatening to tear it.

“You thought you could enter a caged wrestling match and win some easy money because you’ve got powers now?” Her voice was rising as the anger bubbled in her gut, getting hotter and hotter with every passing minute. “Peter, do you honestly think that they would let you fight if they knew you were enhanced?”

“Lots of these guys have enhancements to help the win matches” he argued as he stood up as well.

“Yeah, like wearing brass knuckles under bandages, not suddenly gaining enough strength to total a car with one punch!” Gwen crumpled the flyer and threw it him, glaring as it harmlessly bounced off his chest. “You were going to go through with this and lead me to think it was all for us? Is that it?”

“Look, I didn’t think it would be that big of a deal-!”

“You lied to me!” Gwen took a step closer as her voice grew louder. “You came up with this get rich quick scheme on a whim and then lied about it to my face!”

“You said you wanted to make a suit!”

“After you suggested it! Were you even planning on ever telling me? Or actually going out into the city with me?” The hurt in her voice was more apparent now.

“I just thought that I could do something with these powers besides sit around a warehouse running numbers! I don’t want to come up hypotheticals - I want to experience them! I want to actually do something with my powers, not just think about like a stupid kid!” There was a beat of silence as they stared at each other. Gwen’s throat bobbed as her eyes became glossy.

“You know what?” she finally snapped, “Fine.” She reached out and grabbed her laptop, shoving it into her computer bag along with her notebook and the rest of her notes. “Go ahead and fight in the stupid match.” She stuffed her supplies and what would have been her suit into her backpack before slinging both over her shoulder. “Go show off to a bunch of petty criminals and strangers. See if I care.” She spun on her heel and stormed towards the door, her shoulders hunched with restrained emotion.

“Come on, Gwen, don’t go” Peter begged as he went after her, keeping a respectable distance but not wanting to lose her. She stopped suddenly and turned to look at him, making him stumble as he stopped too. Tears threatened to pour down her cheeks as she stared at him, her jaw clenched and he hands shaking with anger. Peter tried to find the right words, but none came to his defense. Gwen gave him another moment before looking away.

“I don’t want anything to do with any dumb cage fighting” she spat as she brought up a hand to wipe at her eyes. She stepped outside of the door and down the steps. When she reached the last step, she looked over her shoulder at him. “I trusted you. And you lied to me.” Without giving him a chance to reply, Gwen turned and ran off, leaving Peter alone.

 

* * *

Peter stared down at his phone as he stood in front of one of the drink coolers at the back of the convenience store. He’d pulled up his last text to her, his heart aching as he read over his last reply. 

 

4:30 PM

Me: Omw. Got the stuff

 

He’d give anything to go back to when he’d sent that text. Then he could have thrown away that flyer and Gwen never would have seen it. He shoved the phone into his back pocket and looked over the array of drinks resting inside the cooler. He opened the door after a moment, plucking out a Yoohoo before shutting it. He read over the label and shook the bottle before he meandered towards the register. 

Should he still try to go? Gwen had made her feelings on the matter quite clear, and even though Uncle Ben didn’t know exactly what Peter was planning, he’d been in agreement with Gwen that it may not be the best idea. Peter bit the inside of his cheek as he stopped in front of one of the snack displays.

He’d been working so hard to get everything ready for the chance to show off his abilities. He really had been itching to take his powers outside of the warehouse for weeks now. But the look on Gwen’s face when she’d confronted him kept pushing itself to the forefront of his mind.

“You know how this goes” said a gruff voice. Peter looked over at the register to find a man standing in front of the cashier, one hand on the counter and the other holding a drawstring bag. Peter could just make out the grip of a gun lying on the counter in the man’s grip. The robber was wearing a plain grey sweatshirt and scuffed up jeans. He had a black beanie pulled over his head and blonde hair that stuck to his forehead with sweat. His nose was crooked, no doubt broken in the past. He had the beginnings of crow’s feet along his eyes and laugh lines around his mouth, with was currently pursed with sour distaste. The cashier had gone white as a sheet as he stared at the weapon only a few inches from himself. “You deaf? Open the fuckin’ register!” The cashier flinched as the robber’s grip tightened on the gun. He shakily began to punch in a set of numbers on his screen before his drawer popped open.

Peter backed up slowly, hiding himself from view. His heart started racing in his chest as he gripped the edge of one of the racks. Should he call someone? It was really quiet in the store though and he didn’t want to risk the guy hearing him and trying to use that gun on him. He didn’t see any other exits or even a bathroom, meaning he was stuck here until the robber left.

He should do something. He wasn’t just some helpless teenager. He had powers. He could take this guy, easy. But when Peter heard the man click off the safety and point the gun at the cashier’s face, any trace of bravery drained away. This was way out of his league.

It wasn’t his problem.

“Don’t you even try callin’ the cops or I’ll blow your fuckin’ brains out.” The guy’s tone was deadly serious as he backed up towards the door. The cashier could only tremble and watch as the guy shoved open the door with a foot and backed out of the store before turning and bolting off. The wheezing sound of the store’s air conditioner filled the air for a moment before the cashier fumbled for his phone, his fingers trembling as he dialed 911.

Peter set the Yoohoo can down on the rack and ducked out past the scared man, suddenly not so thirsty after all. The robber was long gone, and Peter was glad for it. He didn’t need that guy to think someone had seen him and suddenly felt brave enough to try and stop him. He adjusted his backpack before beginning the walk back to the subway. A sudden vibrating in his pocket made him stop and fish his phone out.

 

Incoming Call: Uncle Ben

 

Peter stared at the screen for a moment before clicking the power button, shutting off the phone. No doubt Uncle Ben was calling him to ask where he was since he was late to dinner. But Peter knew he couldn’t answer. If Ben started talking, started lecturing him about being responsible again, he would break and tell Ben everything that had just happened. 

There was no reason to tell Ben. Peter hadn’t been hurt and the guy was gone. He didn’t need to worry Ben or May when he was already stressed enough. He shoved the phone back into his back pocket before continuing towards the subway.

 

He’d tell them tomorrow, he promised himself.

**Notes for the Chapter:**

> I know I'm probably preaching to the choir, but if any of you guys haven't seen Into the Spiderverse, GET ON THAT. Holy crap, it's so good!


	8. Tempest

Gwen woke up the sound of crying. She slowly sat up and rubbed her eyes, her vision bleary from sleep and her own crying earlier that night. She tried to not think about why she’d been crying - her head was already pounding. Another sob had her slipping out of bed and slinking to her bedroom door, opening it just a crack. She peeked out, searching for the source of the crying.

Sitting on the rug, Gwen’s father was holding her mother as she trembled, her breaths coming out as weak hiccups. A low keening would leave her every few moments, each one twisting Gwen’s stomach over and over.

Concerned for her mother, Gwen opened the door a bit more and slipped out before walking down the short hallway and into the living room. Another sob broke from her mother and Gwen didn’t try to hide her presence this time.

“Mom?” Her mother shot up at the sound of her daughter’s voice. She stared at Gwen with pink, glassy eyes. “Mom, what’s wrong?”

“Oh… Oh Gwen” her mother sobbed as she clamored to her feet and practically fell into Gwen’s arms. Gwen wasn’t sure if she would have been able to hold her up if she hadn’t had the extra strength from the bite. Her mother buried her face in Gwen’s neck, her whole body shaking as she began crying anew. Gwen held onto her, confusion and concern written on her face as she gently pet her back. She saw her dad stand up in her peripheral vision and turned her gaze towards him. He was still in his uniform, albeit wrinkled and seemingly hanging off of him.

He looked old.

He looked tired.

His eyes were puffy as well, but it seemed he’d already done most of his crying. That now familiar ball of worry reappeared in her chest, and Gwen took a moment to think about just how often she’d felt that dread within the last two months.

“What’s-” She took a moment to swallow and re-adjust her hold on her mother, “-Dad, what’s happened?” Her father closed his eyes, taking a deep a breath as he ran a hand through his unkempt hair. He took a step towards them and placed a hand on her mother’s shoulder.

“Lets get you on the couch, Helen.” Gwen’s mother’s only reply was a few sniffles as both he and Gwen helped her over to the loveseat where she sat down before burying her face in her hands. Her shoulders kept shaking as she was reduced to soft whimpers. Gwen turned to look at her father to find fresh tears beginning to gather in his eyes. He cleared his throat and blinked them away before gently placing a hand on Gwen’s shoulder. “You should sit down too.”

“What’s going on?” The look her father gave her had Gwen sitting down next to her mother. He pulled up the nearby ottoman and sat down in front of Gwen, his knees brushing hers in what she could only guess was comfort. “Dad?”

“There was… I was getting ready to head home for the night when we got a call. A guy had robbed a convenience store and stolen a car and they needed to dispatch more officers to try and catch him. We got a few calls saying that the guy shot the owner-” Gwen’s mother let out another sob. Gwen reached out a hand to gently rub her back as she cried before looking back at her father, silently asking him to continue. He rubbed his hands together, staring down at them as he tried to find the words.

“It was Ben Parker. When first responders arrived, he was reported dead on arrival. He’s-He’s gone, sweetie.” He gently placed a hand on Gwen’s knee, giving it a slight squeeze.

Gwen was quiet as she tried to process the information. Someone had stolen Ben’s car. Someone had shot him to do it. And now Ben was dead. 

All the sleepovers and movie nights.

All the shared family dinners.

All the day trips the Parkers and Stacys had taken together.

All the playful teasing and jokes.

All of it gone.

 

Just like that.

 

Gwen didn’t realize she had started crying again until she tried to blink away her shock. Her headache seemed to have grown tenfold and her eyes stung from the continuous crying. Her father leaned forward, enveloping her in his arms. Gwen buried her face in his chest as the tears kept coming. She tried to find the words to respond. Something profound to say. But all that came out was a small whine as she broke. Another pair of arms joined in the hug, and Gwen held onto both her parents as they were overcome with grief.

 

* * *

 

Gwen woke up late the next day. She had stayed out in the living room with her parents all night. They had all slept in the living room, none of them desiring to be away from each other in their time of mourning. At first, Gwen had been upset when she’d woken up to find that she was at least three hours late for school. Her mother had assured her that her father had called the school to excuse her from her classes due to a family emergency.

Gwen had to drag herself out of the living room to go take a shower. As the water fell over her sore muscles, she fought back the returning tears. She had already taken some Advil before stepping into the spray, but she doubted it would help. Ever since the bite, she had found that whenever she and Peter took drugs, they wore off much faster than normal. A wave of nausea had Gwen gritting her teeth as she wrapped her arms around herself.

She wanted to call Peter. She wanted to apologize for arguing with him and yelling at him. She wanted to assure him that if he needed anything, she would be there for him. The moment she had realized what all this meant for Peter, her anger towards him regarding the flyer and the suit had vanished. Now all that was left was the guilt and sorrow of Ben’s death, leaving her feeling hollow.

Gwen pulled herself out of the shower and dressed quickly, decided that she should go apologize in person and offer her condolences to Peter and May. She debated taking her backpack, but decided against it before leaving. She had invited her mother to come along, but he was met with a slight shake of the head and a soft “I don’t think I’d be very good at comforting May right now. But please, give her my love?”

“Of course.”

“I love you.”

“I love you too.”

 

* * *

 

The usually overwhelming input of the city seemed very distant as Gwen walked to the Parker’s apartment building. There was no sign of a police car, much to Gwen’s relief. She didn’t want to see anyone who she knew. She didn’t have it in her to be polite and sociable right now. She made her way through the familiar hallway and stood in front of the Parker’s apartment. She rose a fist to knock, hesitated, and then slowly lowered her hand to the handle. When she gave it an experimental twist, she found that it was unlocked.

Gwen took a testing step into the apartment, keeping her hand on the door. The kitchen light was still on, but other than that, the apartment was quiet.

“Hello?” Gwen called out softly as she shut the door behind her. She passed by the kitchen, seeing that no one was there. She looked around the living room until she reached the back of the couch. When she looked down, Gwen found May curled up into a ball.

“May…” Gwen tried to keep her voice from breaking, but it was virtually impossible to do so. This woman had been like a second mother to her in the years she’d known her, but it pained Gwen to see her now.

May Parker looked absolutely destroyed. She was still wearing the clothes she’d no doubt been wearing the night before. Her hair was a knotted mess spread out along the couch cushion and her face. She was curled into a loose ball, her arms pressed against her chest, clutching a warm brown jacket. A new pang of hurt struck Gwen as she recognized the familiar aviator’s jacket that Ben practically lived in during the colder months.

Gwen quietly circled around the couch and gently brushed May’s hair out of her face.

“May…” Gwen said quietly as she placed a gentle hand on the woman’s shoulder. May shifted on the couch, curling further into herself before letting out a huff. She slowly rolled onto her back and stretched out, still holding on tight to the jacket in her hands.

“Gwen?” May’s voice was weak and scratchy. Her eyes slowly blinked open, revealing pale pink eyes underlined with dark circles.

“Hey” said Gwen, “I wanted to come check on you.” May stared up at ceiling - whether she heard Gwen or not, she didn’t know. “Come on, let’s get you to bed.” Gwen tried to help May stand up, but her attempts did nothing to help May stand. Gwen debated with herself for a moment before making a decision. May was in mourning - Gwen doubted she would remember how she made it to her room.

So, wrapping an arm around May’s back and the other under her knees, Gwen easily lifted May up and began to carry her to the bedroom.

“...You’re so strong” May mumbled as she pulled the jacket closer to her face.

“Peter and I have been working out. Remember?”

“Oh…” Gwen nudged the master bedroom door open with her hip and entered the dark room. Walking around the side of the queen sized bed, Gwen gently set May down on the soft comforter. She slipped her arms out from under May and moved to step away, but May’s hand shot out, encircling Gwen’s wrist.

“No” she said suddenly, her eyes widening slightly as she stared up at Gwen.

“May?” Gwen placed a comforting hand over May’s, petting her worn knuckles. “May, it’s alright.”

“No, please. I don’t… I don’t want to be here without Ben.” Fresh tears ran down May’s face as her grip on Gwen’s wrist faltered. “I can’t… I can’t…” Gwen could feel her own eyes burning with tears that threatened to build up again. She bit her cheek before pulling the jacket up a bit towards May’s face.

“He’s here... See?” Gwen’s thumb ran over the warm, smooth material of the jacket that smelled so strong of Ben’s cologne. “Go back to sleep, May. I’ll clean up a bit and lock the door on my way out, okay?” May’s fingers were trembling as she slowly pulled away from Gwen’s arm, instead wrapping her arms around the jacket. She let out a choked sob as she buried her face into the jacket. Gwen felt sick seeing May like this, but she kept on a brave face as she pulled a thin blanket over her and quietly left the room.

Gwen quietly shut the bedroom door and took a few steps before she pressed a hand to her mouth to stifle a whimper. The tears she’d been fighting came back with a vengeance, temporarily distorting her vision as she furiously tried blinking them away. Gwen had always looked to the adults in her life for guidance, but in the last twenty-four hours, she’d seen both of her parents and now May in the sort of vulnerable state that she had never seen before.

It was heartbreaking. She usually felt stronger when she saw how her father carried himself, or how Ben and May managed to get her to smile no matter how sour her mood, or how her mom was always ready to listen and bring a bag of Oreos as backup. But now, seeing all of them like this, grief stricken and miserable, Gwen wanted nothing more than to hide in a corner and curl up into herself, letting the sorrow swallow her whole.

But she couldn’t do it. As much as she wanted to fall apart, the love she had for those around her brought her back to her senses. She couldn’t break - not here. Not when May and especially Peter needed her right now. She took a few deep breaths, counting to ten and regaining her composure.

When she managed to get herself calmed down, Gwen turned to walk back down the small hallway towards the bedroom door on the far right. The familiar decor on the door kept her from knocking right away. It had been only two months ago that she had been in this very spot, barging into Peter’s room and learning that they both had newfound abilities. Swallowing the lump in her throat and the last shred of pride she had regarding their earlier fight, Gwen gently knocked on the door.

“Peter?” There was no reply. Gwen stood stock still, waiting for the sound of movement from inside, but none came. She frowned slightly and knocked again, this time a bit louder. “Peter? Can I come in?” She leaned in a bit, pressing her ear against the crack in the door. She couldn’t hear anything in Peter’s room - no muttering, or shifting of sheets, or even the slowed breathing people had when they slept. Gwen turned the knob on the door and opened the door just a crack to peek inside. Nothing. She pushed the door ajar and stepped inside. “Peter?” She searched the room for any sign of her friend, but found none.

The latch on his bedroom window was open, and she found his backpack missing from its usual spot on Peter’s computer chair. She fought down the anxiety threatening to rise in her chest and pulled out her phone. She sent off a quick text.

 

1:15 PM

Me: Where are you?

 

She waited a few minutes for a reply, but when none came, she knew she had to find him. That knot in her stomach had returned, and Gwen was nervous to find out why.

 

* * *

 

Gwen sent off multiple texts to Peter over the next several hours, but received no response. She resorted to searching for him. She checked Mr. Delmar’s deli and the arcade down the block, but no one who knew Peter had seen him. She called Ned, but he hadn’t seen him either.

“He isn’t answering any of my texts. Can you try and reach him?”

“Wait, really? Any of them?” There was the sound of shuffling against the receiver. “That’s not like Peter.”

“I’m looking for him right now, but I could really use your help, Ned.”

“Yeah, sure. I’ll try to call him and tell him to text you.”

“Be gentle, Ned.”

“...I know.” Gwen hung up and turned towards the entrance to the subway.

 

* * *

 

The sky had faded into twilight by the time Gwen found Peter. She hadn’t been sure if he would come here, but there was nowhere else that she could think of that he could be.

She watched as Peter crouched over an assortment of tools, his movements quick and shaky. She’d made it to the warehouse a few minutes ago and had opened the backdoor to find Peter seemingly building little trinkets. The knot in her stomach seemed to tighten as she quietly entered, knowing he could hear her approaching.

“I’ve been trying to get a hold of you for hours” she said. Peter gave no indication that he had heard her. She dared to take a few steps closer, assessing the spread around Peter. Broken bits of metal, tiny circuits, and more miscellaneous tools surrounded him, and Gwen noticed Peter’s completed suit peeking out of his backpack. An old, beaten-up radio was sitting on an empty crate in front of her.

“I was really worried, Peter.” There was a click on metal before Peter set down a tiny screwdriver and held up his creation. Gwen recognized the design and bit her cheek in surprise. “You finished the web shooters.”

“They haven’t caught him” Peter finally said. His voice was filled with sorrow, exhaustion, and - Gwen fearfully noted - rage. “They spent hours at the apartment talking to May and they haven’t even caught the bastard.” Peter stood up and clicked the bracelets around his wrists, flexing his hands to familiarize himself with the feeling of the web shooters.

“I-I know. My dad told me when he…” She swallowed again as she watched Peter shoot out a line of webbing up at the scaffolding. He gave the webbing testing pull, causing the old metal to creak under the weight of it. “Peter, I’m so sorry. About everything. I’m so sorry.”

“They found the car a few blocks away.” Peter’s voice was quieter now. Calmer.

Gwen was terrified.

Very rarely was Peter angry. He got annoyed and frustrated often enough, but Gwen could count on one hand the number of times she’d ever seen Peter truly angry. And this was the worst by far.

“I got through to the police scanners and heard one of the squad cars report it ten minutes ago. He’s close.” Peter reached down and pulled out the finished red and blue suit, holding it out for a moment before setting it on the nearby crate and pulling off his shirt. Gwen’s eyes widened and she slapped a hand over her eyes before spinning around to face away from him.

“Peter, I know you’re upset, but this isn’t the way to handle it.” There was shuffle of cloth and a quiet zip of a zipper and Gwen dared to peek behind her back. Peter now stood before her in his completed suit, red and blue with black webbing detailing the entire thing. A black spider was spread out on his chest, looking more than a little menacing as Peter snatched up his mask.

“Peter, wait!”

“NO!” Peter screamed, swatting her hand away. “He’s dead, Gwen! Uncle Ben is dead! And his killer is still walking around like he didn’t just end a man's life!” Gwen didn’t try to fight the tears this time as she gaped at her closest friend. Peter panted heavily as his fists trembled with suppressed rage. “He has to pay.”

“So, what? You’re going to kill him?” she snapped, her concern for her friend overriding her fear of his anger. “Peter, you can’t do that! If you kill him, he’ll never answer for his crimes. He’ll never go to jail. You’ll be labeled a murderer!”

“I don’t care!” Peter shook his head as he took a step back, staring down at the mask in his hand. “I can’t just-just sit here while he’s still free! The police won’t catch him. The system won’t keep him in jail forever. He’ll get out. And then he can hurt more people!”

“You don’t know that!”

“He doesn’t deserve prison.”

“That is NOT your call to make!” Gwen took a determined step forward, her hands clenched into tight fists. “You don’t have the right to dish out justice to those you think deserve it. It’s wrong!” Peter just shook his head and pulled the mask over his head, hiding his expression from Gwen’s gaze.

“I’m going after him. You can’t stop me.” He turned and held out a hand to shoot out a line of webbing.

“Peter!” He paused for just a moment at the shrill tone. Gwen could feel her nail digging into her palms as she stared at his back. “Peter, I can’t let you do this. If you go… I will stop you.” Silence fell over the warehouse, the tension of the moment surrounding the two teenagers.

Slowly, Peter’s head turned slightly towards Gwen. The shape of the improved lenses gave off a frightening look as he stared at her for what felt like an eternity.

“He’ll be dead before you can even find me” he said before shooting out a string of web and pulling himself up onto the ceiling.

“Peter, no!” Gwen cried out. He crawled along the ceiling and shoved the end of one of the large windows, causing it to tilt open for him.

Without another word, Peter slipped through the window, Gwen’s screaming following him out into the cool night.

 

* * *

 

The fury bubbled in Peter’s chest as he leapt from building to building. The police scanner had said that the suspect had last been seen a few blocks from where he currently was. Peter repeated the address over and over in his head as he neared the edge of another building. Without giving it a thought, he leapt off the edge and began to dive down. He shot out another string of webbing and swung, the sound of the air rushing by muffled but loud. He caught a few shouts from below but paid them no mind as he continued to race towards the location.

All he saw was red. All he felt was fire and rage unlike anything he'd ever experienced before.

A few minutes later, Peter landed on the edge of the neighboring building and watched as the squad cars below crowded around an old, abandoned looking building. He silently crawled down the wall, listening in as two of the officers standing by a car discuss the situation.

“Any word from Moores?”

“Not yet. We’re supposed to keep all the exits covered until they can bring in more back up.”

“How the hell did he get in there anyways? There’s a deadbolt on every door and the windows are too high up to reach from the ground.”

“Probably from the roof. I was told we’ll clear floor to floor and hopefully meet him in the middle.”

That was enough for Peter. He climbed back up the wall and leapt onto the neighboring building’s roof. Sure enough, an air duct vent had been set aside, leaving a passageway into the building. Peter slipped in without a word, his heart hammering in his chest as he began his search room by room, floor by floor, for his prey.

 

* * *

 

Gwen had practically flown home as she tried to keep calm.

She had to get her suit.

She had to get to Peter before he did something he was sure to regret.

She didn’t bother with the stairs up to her apartment, choosing instead to climb up the side of the building after a quick check that the coast was clear. It had taken her a matter of moments to get her suit and mask on - she mentally thanked herself for making sure her own web shooters were finished ahead of time.

The race towards the aforementioned abandoned building had been thrilling, but Gwen didn’t give it any attention as she managed to make it to where the police scanners had said the suspect was hiding. She looked for an entry point and quickly found the air duct.

It hadn’t take long for her to find Peter after that. With her enhanced hearing, Gwen could hear the confrontation taking place a few floors down. When she had slipped through the vent and landed silently on a beam of the exposed ceiling, she was greeted with a terrifying sight.

Peter was walking slowly but purposefully towards a man who was scrambling backwards, a gun in his hand. Gwen’s heart shot up into her throat.

“You stole the life of a good man.” Peter quickly disposed of the gun with a line of webbing, sending it sliding along the floor with a loud clack.

“A man with loving family.” Gwen watched as the suspect continued backing away.

“And you did it for his lousy car!”

“S-Stay away from me!” The man’s fear was potent as he turned to run away.

“Don’t bother running. There’s no place you can hide!” Gwen moved along the beam as she followed the confrontation. She winced as she watched Peter throw the man down with his webbing before advancing on him. Gwen’s fingers began twitching as she watched Peter lift the man up and shove him against the window, shattering the glass and sending it raining down on the police officers below.

She should stop him. She needed to intervene now.

Peter was holding the man up, his body slightly shaking as she tried to decipher what he would do next.

“No, it can’t be you. It can’t be.” Gwen frowned with confusion. Did Peter recognize him? From what she gathered from his voice and his body language, he had definitely seen this guy before. As soon as the man started struggling, however, Peter lifted him higher before dangling him over the edge of the window.

“H-Hey!”

“I should drop you. Take what you took from Ben Parker,” Peter hissed. Gwen prepared herself to leap out and catch the man.

The nausea was building as the reality of the situation settled over her.

She was going to have to save Ben’s killer.

She was going to have to bring Peter in for attempted murder.

She would have to send her best friend to prison.

The world seemed to move in slow motion as Peter let go of the man. His screams echoed in Gwen’s ears as she held out a hand to shoot a line of webbing to swing out and catch him.

But before she could, Peter sent out his own webbing and caught the man, leaving his dangling along the building’s face. Her heart felt as if it had dropped down into her stomach.

“But he wouldn’t approve.” Peter sounded so broken as he said it. He slowly stepped back from the window as a spotlight ran over him. He backed up a few feet away from the window before stopping, hanging his head.

A moment passed before Peter tilted his head to the side.

“I know you’re there.” Gwen knew she’d been caught. A beat of silence followed, then the nearly silent thump as she landed behind him. Peter looked back over his shoulder to find Gwen standing a few feet away. Pale white lenses outlined by fuchsia locked with his own eyes.

“How long did you know I was here?”

“...The entire time.” The sound of a large engine drew their attention towards the window. No doubt, the backup the officers had mentioned earlier had finally shown up. Peter looked back at Gwen, still silent.

“Come on,” she said as she took a step back, “We shouldn’t be here when they break in to investigate.” She sprung up onto one of the beams of the exposed ceiling before crawling back into the air duct. Peter watched her disappear before following, leaving the scene.

 

* * *

 

They leapt from building to building, both of them silent as they increased the distance between themselves and the crime scene. It wasn’t until they finally reached the hideout that Gwen slowed to a stop. She crawled through the upper window and landed inside before looking back at her friend. Peter was sitting on the edge of one of the crates a few paces away, staring at his feet. She watched him for a moment, waiting for him to speak.

“Were you going to kill him?” she asked. Peter’s hand clenched into fists. “If I hadn’t shown up?”

“...I don’t know.” Gwen ran her tongue over her slightly chapped lips, trying to calmly process his answer.

“Would you have stopped me?”

“...I don’t know.” She knew it was true. She had been ready to do it, but she’d had a moment of hesitation. She honestly didn’t know if she would have been able to follow through. Peter pulled off the mask and held it in his hands, staring down at the details lenses. Gwen did the same, pushing back the hood as well.

“It’s my fault” said Peter. Gwen frowned as she moved to sit next to him.

“Peter, you can’t think like that. There was nothing you could have done.”

“Yes, there is!” His voice broke slightly, his brows furrowing with anger and sorrow.

“You can’t blame yourself just because of your powers” she assured him, placing a testing hand on his elbow.

“No,” he said, “You don’t understand.” Peter turned to look at her, the faint light of the moon revealing his glassy eyes. “I saw him last night.” Gwen was silent as she stared at him. Peter let out a whimper as he covered his face with one hand. “After our fight, I went to go get a soda at this little store. I was getting ready to buy it and leave when this guy came in and robbed the place. He had the gun and everything.” Gwen’s heart plummeted at the image it created in her mind.

“Why didn’t you tell anyone?”

“Because I was mad… and I didn’t want to worry May or-or B-Ben.” Peter voice was starting to break with emotion as his shoulders began shaking anew. “I-I thought about stopping the guy. Or maybe-maybe chasing him down and catching him. But I… I was scared. I told myself that it wasn’t my problem.” The mask fell from his trembling hands. “I-I let him go. I let him go and he killed Ben. He killed Ben. It’s my fault. He’s dead and it’s all my fault…” Peter trailed off as he buried his face in his hands, whimpering softly.

Gwen wasn’t sure what to say. There was a lot to dissect there. But as she watched her friend slowly fall apart, she knew that the serious talks could come later.

Right now, he needed comfort.

Moving a bit closer, she ran a hand through his ruffled hair before wrapping her arms around his back in a hug. She stayed that way for a moment before Peter turned to reciprocate the hug. He buried his face in her shoulder and finally let the dam break.

And as Peter wept, Gwen held him close, silently reassuring him that she would always be here when he needed her.

 

* * *

 

Two weeks had passed and the air held a strange sort of static. Ben’s funeral had been a few days ago and Peter and May had been so grateful to see all the people who attended. They had looked around and felt comforted to know that ben had touched so many lives.

Gwen was climbing the stairs up to the Parker’s apartment, her arms full with a small stack of papers and a few cards. Peter had been excused from classes for the duration of the funeral planning and given an additional week after to properly mourn with May. Ned and Gwen had taken turns bringing Peter his assignments that he had missed that day, along with the various small gifts that his teachers and classmates offered as condolences for his loss.

After the funeral, May had given Gwen and her mother their spare key on Gwen’s mother’s request. Helen Stacy had been over almost every day since then, helping keep the apartment clean, cook a few meals, and keeping May company while she was on leave.

Gwen balanced the papers in one hand while she pulled out the spare key to unlock the door.

“Helen?” May asked from the kitchen.

“Gwen, actually” Gwen answered and she shut the door behind her. “I’ve got Pete’s homework.”

“Oh” May said quietly as she sat up on the couch, “Alright. He’s in his room.” Gwen thanked her before making her way through the living room and knocking on the door.

“Peter,” she called as she opened the door and stepped in, “I’ve got your assignments.”

“Huh? Oh, uh, just-just put ‘em on the desk.” She blinked in confusion when she didn’t see him anywhere in his room. “Out here.” She stepped closer and found Peter sitting out on the fire escape. She set the papers down before pushing the window up and climbing out to join him.

“I’ve always liked this thing,” Gwen said as she stood next to him, leaning her arms against the railing. Peter only hummed as he looked down at the street below. Gwen watched him from the corner of her eye. “How are you doing?” she asked softly.

“I’ve been thinking.”

“Oh?” Gwen leaned in a bit closer. “What about?”

“About… what happened. With that guy.” Gwen’s shoulders sagged slightly.

She had been right about one thing - Peter would have regretted killing him. She knew he’d been replaying that night over and over again in his head, but she hadn’t the faintest idea how to help, aside from trying to get him to smile.

“Yeah?”

“I’ve been thinking about how… how I should have stopped him, back at the store.”

“Peter-”

“I know what you’re gonna say,” Peter interrupted her, “But I just… I have these powers now. And I feel like I need to use them. What if something like this happens again? What if I see someone doing something bad and do nothing, and someone gets hurt?” He wrung his hands as he tried to find the words to express how he felt. “I want to help people. I want to make a difference, so that something like this doesn’t happen to anyone else.”

“You can’t save everyone, Peter.”

“I know” he said with a sigh, “but I want to try to save as many as I can.” Gwen stared out at the street below as she mulled over her next words carefully.

“You’re talking about being a hero.”

“Yeah.” Peter turned to look at her, his expression nervous but eager for approval. Gwen sighed slightly before giving him a tired smile.

“I know you, Peter. You’re brave, persistent, and stubborn as all hell. I know I can’t stop you.” Peter’s demeanor seemed to grow lighter as he smiled tentatively. She slowly nodded before continuing. “Okay then.”

“Okay?”

“Yeah,” she said, “let’s be heroes.” The smile that grew on Peter’s face was nothing short of brilliant. He reached over and squeezed her hand.

“Thanks, Gwen.” She leaned over and wrapped an arm around his neck before pulling him into a hug.

“No problem, Pete.”

 

_**END OF ACT ONE** _

**Notes for the Chapter:**

> I am riding out this writing streak as long as I can!


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